Common use of Forced Conversion Clause in Contracts

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for 20 out of the Company’s Common Stock for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 3.15 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “"Threshold Period”"), exceeds $1.16 1.39 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro 's pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date Effective Date, (such period the “Threshold Period”), ) exceeds $1.16 9.9252 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) (the “50% Threshold Price”) or $11.7298 (subject to adjustment for reverse and (ii) in excess forward stock splits, stock dividends, stock combinations and other similar transactions of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock that occur after the Original Issue Date) (the “Threshold Price”), the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert (i) up to 50% of the then outstanding principal amount of Debentures in the case such VWAPs exceed the 50% Threshold Price for each Trading Day in the applicable Threshold Period or (ii) all or a part of the then outstanding Principal Amount principal amount of this Note plus, if so specified Debentures in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing case such VWAPs exceed the Threshold Price for each Trading Day in the applicable Threshold Period pursuant to the Holder under this NoteSection 4, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day on the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarificationNotwithstanding the foregoing, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages damages, and no Holder shall be subject to a Forced Conversion hereunder if such Forced Conversion would violate the limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations conversions set forth in Section 4 (c ) of the Note 4(c).

Forced Conversion. Notwithstanding anything herein to the contrary, if after upon the Original Issue Dateconsummation of a Qualified Public Offering, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 10 Trading Day after Days prior to the end expected effective date of any such Threshold PeriodQualified Public Offering, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date actual financial closing date of the Qualified Public Offering (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on such Forced Conversion Notice Date through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, earlier of (i) the closing sales price Effective Date and (ii) the date that all of the Company’s Common Stock Conversion Shares are eligible for each of resale pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the sixty (60) consecutive Trading Days immediately prior counsel to the issuance of Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Forced Conversion Notice (as defined below), which period shall have commenced only after Transfer Agent and the Original Issue Date Holder (such period the “Threshold Period”), the VWAP for 20 consecutive Trading Days, which period shall have commenced only after the earlier of the Threshold Period, exceeds $1.16 1.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 one Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, if any, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) VWAPs for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such period shall have commenced commencing only after the Original Issue Date (Effective Date, such period the “Threshold Period”), ) exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 400% of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced then effective Conversion NoticePrice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after of the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert convert, at the Company’s sole discretion, all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Debentures pursuant to the Holder under this NoteSection 4, it being agreed understood that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third thirtieth Trading Day following the Forced Conversion Notice Date (such third thirtieth Trading Day, Day being referred to as the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the 10 Trading Days immediately prior to the applicable Threshold Period, during the applicable Threshold Period and from the end of the Threshold Period through and including the later of the Forced Conversion Date and the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, Effective Date (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Day period, which 20 consecutive Trading Day period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 300% of the Common Stock that occur after the Original Issue Date) then effective Conversion Price, and (ii) in excess the average daily trading volume for the previous 20 Trading Days exceeds the lesser of 200,000 shares (A) $250,000 or (B) 0.75% of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance total market capitalization as of the Forced Conversion NoticeNotice Date, (iii) on then the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice, ) plus all accrued but unpaid dividends thereon and all liquidated damages and other amounts owing due in respect of the Preferred Stock pursuant to the Holder under this NoteSection 6, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their each Holder’s initial purchases of Notes pursuant to the Subscription Agreement; Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion less than all shares of this Note is the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue later of the date the Company receives Shareholder Approval and the Effective Date, (i) the closing sales price of average VWAP for the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue later of the Shareholder Approval Date and the Effective Date (such period the “Threshold Period”), exceeds $1.16 3.48 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 0.25 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 two (2) Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture (“Forced Conversion”), it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective ; provided, however, that to the extent it would require a the Forced Conversion in excess of this Debenture is limited by such limitations on conversions, then the limitations in Section 4 rate of interest on this Debenture shall reduced to zero (c ) of the Note 0%).

Forced Conversion. Notwithstanding anything herein (a) The Corporation at its option may cause all outstanding shares of the Convertible Preferred to the contrary, if be converted into Common Stock at any time beginning 24 months after the Original Issue date of issuance, on at least 20 days' notice, at a conversion price determined as set forth in Section 4 hereof (the "Conversion Price") as of the date specified in such notice (the "Conversion Date") and otherwise on the terms set forth in said Section 4; PROVIDED, HOWEVER, that the Corporation may not exercise such right of conversion unless (i) the closing sales price Closing Price (last trade price) of the Company’s Common Stock as reported by Nasdaq for each of the sixty (60) 20 consecutive Trading Days immediately trading days prior to the issuance of date the Forced Conversion Notice (as defined in paragraph (b) below), which period shall have commenced only after ) is mailed has not on any day been less than 120% of the Original Issue Date Conversion Cap (such period the “Threshold Period”), exceeds $1.16 as defined in Section 4(d)(ii) hereof) (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations splits and other similar transactions of the Common Stock that occur after the Original Issue Date) reverse stock splits), and (ii) in excess of 200,000 the shares issuable upon conversion of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is Convertible Preferred are registered for resale by an effective registration statement covering ("Registration Statement") under the resale Securities Act of 1933, as amended (the "Act"), and a current prospectus meeting the requirements of Section 10 of the Act is available for delivery at the Conversion Date. (b) At least 30 days, but not more than 60 days, prior to the Conversion Date, written notice (the "Conversion Notice") shall be mailed, first class postage prepaid, by the Corporation to each holder of record of the Convertible Preferred, at the address last shown on the records of the Corporation for such holder, notifying such holder of the conversion which is to be effected, specifying the Conversion Date and calling upon each such holder to surrender to the Corporation, in the manner and at the place designated, a certificate or certificates representing the number of shares of Convertible Preferred held by such holder. Subject to the provisions of the following subsection (c), on or after the Conversion Date, each holder of Convertible Preferred shall surrender to the Corporation the certificate or certificates representing the shares of Convertible Preferred owned by such holder as of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company mayDate, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced manner and at the place designated in the Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to thereupon the Holder under this Noteshares issuable upon such conversion shall be delivered as provided in Section 4(b) hereof. (c) If at the Conversion Date the Registration Statement is for any reason no longer effective, it being agreed that then no shares shall be converted and the “Conversion Date” for purposes of Section 4 Notice shall be deemed to occur on be withdrawn. In such event, any certificates for Convertible Preferred which have been surrendered for conversion shall be returned to the persons surrendering the same; PROVIDED, HOWEVER, that if a holder shall have received shares of Common Stock upon conversion of Convertible Preferred after the Conversion Notice was given but before the Conversion Date, such holder may elect either to retain such Common Stock or rescind such conversion by tendering such shares of Common Stock to the Corporation. (d) On the third Trading Day following anniversary of the Forced Conversion Notice Closing Date (such third Trading Daythe "Termination Date"), the “Forced Conversion Date”). Any Forced Conversion all then outstanding shares of Convertible Preferred shall be applied ratably to all Holders based on their initial purchases of Notes automatically converted into Common Stock at the Conversion Price and otherwise pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the applicable provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations set forth in Section 4 (c ) of the Note hereof.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue DateEffectiveness Date (as such term is defined in the Registration Rights Agreement), (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effectiveness Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale 300% of the Conversion Shares or the Conversion Shares may be immediately resold Price then in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock effect, the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note hereunder.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period period, the “Threshold Period”), exceeds $1.16 3.00 for such Threshold Period (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert (a “Forced Conversion”) all or part of the then then-outstanding Principal Amount principal amount of this Note plusNote, if so specified in the Forced Conversion Noticeplus Accreted Principal, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteNote (collectively, it being agreed the “Forced Conversion Amount”). Notwithstanding the foregoing, the Accreted Principal Amount subject to Forced Conversion in any 30-day period shall be equal to the average weekly trading volume over the prior 20 Trading Days multiplied by the current Conversion Price. (For the avoidance of doubt, the foregoing provision means that if, for example, the average weekly trading volume over the past month is 150,000 shares of Common Stock, and $1.50 is the applicable Conversion Price, then the Company could call up to $225,000 of the Notes in any such 30-day period.) The “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third twentieth Trading Day following the Forced Conversion Notice Date (such third twentieth Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders the Holder based on their its initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a the Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after on the Original Issue Maturity Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 upon 30 Trading Day after the end of any such Threshold Period, deliver a Days’ prior written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to ), cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Maturity Date. The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day following occurring from the Forced Conversion Notice Date (such third Trading Day, through the “Forced Conversion Maturity Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Exchange Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 Trading Days in any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which 30 Trading Day period shall have commenced only after the Original Issue Effective Date (such period 30 Trading Day period, the “"Threshold Period”"), exceeds $1.16 200% of the then-applicable Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 three Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s 's pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to If, at any time after one (1) year following the contrary, if after the Original Issue initial Closing Date, (i) the closing sales price of the Company’s Common Stock has been listed or quoted for each trading on any Trading Market other than the OTC Bulletin Board for a period of the sixty ninety (6090) consecutive Trading Days immediately prior to the issuance of preceding the Forced Conversion Notice Date set forth below, (as defined below)ii) no default notice has been received by the Company from any such Trading Market during or with respect to the foregoing time period, which period shall have commenced only after and (iii) the Original Issue VWAP for any 20 out of 30 consecutive Trading Days immediately preceding the Forced Conversion Date (such period set forth below exceeds three times the “Threshold Period”), exceeds $1.16 Conversion Price (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Closing Date), then this Note shall automatically be converted into Conversion Shares, as if an election to convert all outstanding principal and accrued but unpaid interest of this Note had then been made by the Holder under Section 4(a), either: (i) upon a date (after one (1) year following the initial Closing Date) and for such forced conversion of all the Notes specified by the written consents, delivered to the Company, by the holders of at least seventy five percent (75%) in principal amount of the then outstanding Notes; or (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance closing of a Conversion Fundamental Transaction (provided, for the avoidance of doubt, such closing occurs after one (1) year following the initial Closing Date). The conversion date so specified under (i) of the Forced Conversion Noticepreceding sentence, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions date of Rule 144 ,such closing under (ivii) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (each a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) ), shall be deemed to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that be the “Conversion Date” for purposes of this Section 4 shall be deemed 4. The Holder may elect, by giving written notice of such election to occur on the third Company at least five (5) Trading Day following Days before the closing of a Conversion Fundamental Transaction, to avoid such a forced conversion of this Note by selling this Note to the Company or its designated assignee, concurrently with such closing, for a cash payment equal to the Forced Conversion Amount at the time of such closing. Notice Date of any proposed Conversion Fundamental Transaction and such election shall be given to the Holder at least fifteen (15) calendar days before such third Trading Dayclosing. In connection with such purchase, the Holder shall assign this Note to the Company or its assignee, free and clear of any liens, claims or encumbrances other than transfer restrictions under applicable securities laws. A “Conversion Fundamental Transaction” shall mean a Fundamental Transaction: (1) which is approved by the Company’s Board of Directors; (2) pursuant to which each holder of a Note converted into Conversion Shares as a result of such Conversion Fundamental Transaction will receive for such Conversion Shares consideration having a fair market value (as reasonably determined by the Company’s Board of Directors) at least equal to the Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to Amount for that Note; and (3) under which the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all consideration received for each outstanding share of the provisions of Section 4, including, without limitation, Company’s Common Stock is the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note same.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 out of any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 ____2 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein Subject to the contraryterms hereof, if after in the Original Issue Date, (i) event that the closing sales bid price of per ADR as reported by the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice Principal Market is greater than $2.50 (as defined below), which period such figure shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment be appropriately and equitably adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Datereorganizations) and for twenty (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (6020) consecutive Trading Days immediately prior to the issuance of the Forced Conversion NoticeDays, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with shall have the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice right to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause compel the Holder to convert all or part a portion of Tranche B hereunder (and only Tranche B, not Tranche A) at the then outstanding Principal Amount of this Note plusConversion Price in effect on the conversion date; provided, if so specified in however, that (1) the Company shall provide at least ten (10) Trading Days prior written notice ("Forced Conversion Notice") to Holder of its election hereunder, accrued but unpaid liquidated damages specifying the principal amount of Tranche B to be converted and other amounts owing to the date by which the Holder under this Note, it being agreed that the “must have converted such principal amount ("Forced Conversion Date” for purposes of Section 4 shall be deemed to occur on ") and, (2) the third Trading Day following Company must deliver the Forced Conversion Notice Date no earlier than the end of such 20-Trading Day period and no later than three (3) Trading Days following the end of such third 20-Trading DayDay period, (3) the “closing bid price per ADR shall exceed such $2.50 figure (as adjusted for stock splits, stock combinations and reorganizations) at the time of delivery of the Forced Conversion Notice and on each Trading Day thereafter through and including the Forced Conversion Date”). Any , (4) there shall be Effective Registration at all times during such 20-Trading Day period and all times thereafter through and including the Forced Conversion shall be applied ratably Date, and (5) the Holder may continue to convert any or all Holders based on their initial purchases of Notes pursuant to this Note after receiving the Subscription Agreement; provided that any voluntary Company's election notice under this Section (which conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing principal amount required to be converted on the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion Date unless specified otherwise by the Holder). Such forced conversion shall be subject to and governed by all the provisions relating to voluntary conversion of the provisions of Section 4, including, without limitationNote contained herein. Notwithstanding anything to the contrary herein, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice Company shall be effective prohibited from forcing conversion hereunder to the extent it that such conversion would require a Conversion result in excess of the Holder hereof exceeding the limitations contained in Section 4 (c 3(i) of the Note below.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue later of the date that Shareholder Approval is obtained and deemed effective and the Effective Date, either (ia) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue later of the date that Shareholder Approval is obtained and deemed effective and the Effective Date (such period the “Threshold Period”), exceeds $1.16 1.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares date of the Company’s Common Stock has traded on each of sixty Purchase Agreement) or (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(ivb) the Company is current in its required Periodic Filings with the SEC and (v) there are achieves an EBITDA of at least $2 market makers million per fiscal quarter for the Common Stock two consecutive fiscal quarters, the Company may, within 1 Trading Day after the end of any such Threshold PeriodPeriod or public announcement of quarterly earnings, as applicable, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 10.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of up to 50% of the then outstanding Principal Amount principal amount of this Note Debenture (100% of the outstanding principal amount of this Debentures if the VWAP for each Trading Day during a Threshold Period exceeds 300% of the then effective Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date)) plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third twentieth Trading Day following the Forced Conversion Notice Date (such third twentieth Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 Trading Days in any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Day period, which 30 day period shall have commenced only after the Original Issue Effective Date (such period 30 day period, the “Threshold Period”), exceeds $1.16 1.13 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for any 20 out of the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 2.60 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 5 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteNote (“Forced Conversion”), it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective ; provided, however, that to the extent it would require a the Forced Conversion in excess of this Note is limited by such limitations on conversions, then the limitations in Section 4 rate of interest on this Note shall be reduced to zero (c ) of the Note 0%).

Forced Conversion. Notwithstanding anything herein If the Borrower completes a public offering of its Common Stock, then the Borrower shall have the right to require the contraryHolder to convert all, if after or any part, of this Note for Shares in accordance with this Section 4(c) and the Original Issue Date, mechanics set forth in this Section 4 (ithe “Forced Conversion”) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of on the Forced Conversion Notice Date (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject . The Borrower may exercise its right to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the require a Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver by delivering a written notice thereof by facsimile or overnight courier to the Holder (a the “Forced Conversion Notice” and the date the Holder received such notice is delivered referred to the Holder, as the “Forced Conversion Notice Date”). The Forced Conversion Notice shall (x) to cause state the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in date on which the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any ) which date shall not be less than five (5) days nor more than twenty (20) days following the Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocationNotice Date, thereby decreasing and (y) state the aggregate amount forcibly converted hereunder if only a portion Conversion Amount of this Note which is forcibly converted. For purposes of clarification, a being converted in such Forced Conversion shall be from the Holder pursuant to this Section 4(c) on the Forced Conversion Date. At any time prior to the Forced Conversion Date, the Conversion Amount subject to all of such Forced Conversion may be converted, in whole or in part, by the provisions of Holder into Common Shares pursuant to Section 4, including, without limitation, 4(b). All such Conversion Amounts converted by the provision requiring payment of liquidated damages and limitations on conversions. No Holder after the Forced Conversion Notice Date shall reduce the Conversion Amount of this Note required to be effective to converted on the extent it would require a Forced Conversion in excess Date. In the event the average closing price of the limitations in Section 4 Common Stock for the five (c 5) of Trading Days immediately preceding, but not including, the Note Maturity Date is equal to or greater than $4.00 (subject to adjustment for stock splits, dividends, etc.), then on the Maturity Date, Holder must convert all remaining Principal due under this Note.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock bid prices for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (Effective Date, such period the “Threshold Period”"THRESHOLD PERIOD"), ) exceeds $1.16 200% of the Set Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 the average daily volume for such Threshold Period exceeds 100,000 shares of the Company’s Common Stock has traded on each per Trading Day (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock that occur after the Original Issue Date), the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” "FORCED CONVERSION NOTICE" and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”"FORCED CONVERSION NOTICE DATE") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts interest owing to the Holder under this Notepursuant to Section 4, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"FORCED CONVERSION DATE"). The Company may not deliver a Forced Conversion Date”)Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of each Forced Conversion Date and the Trading Day such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion Notices shall be applied ratably to all Holders based on their in proportion to each Holder's initial purchases of Notes pursuant to the Subscription Agreement; Debentures, provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro 's pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if (a) On or after the Original Issue second anniversary of the Closing Date, the Issuer may, at its option, from time to time, elect to convert (a “Forced Conversion”) a portion of the outstanding Notes into the number of shares of Common Stock issuable upon conversion pursuant to Section 10.01 (with cash in lieu of any fractional share as provided for herein) based on the Conversion Price then in effect if, and only if (i) the closing sales price Daily VWAP of the Company’s Common Stock for each has been at least 200% of the sixty Conversion Price then in effect on at least 30 Trading Days (60whether or not consecutive) in the period of 45 consecutive Trading Days ending on, and including, the Trading Day immediately prior to the issuance of preceding the Forced Conversion Notice Date, (as defined below), which period shall have commenced only after ii) the Original Issue Date (such period Issuer provides the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse Forced Conversion Notice on a Trading Day and forward stock splits, stock dividends, stock combinations and other similar transactions the Daily VWAP of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares is at least 200% of the Company’s Common Stock has traded Conversion Price in effect on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the such Forced Conversion Notice, Notice Date and (iii) a registration statement covering the resale of the shares of Common Stock issuable upon such Forced Conversion is effective and available for use by the holders of converted Notes on the Forced Conversion Notice Date and thereafter there is an effective the Issuer in good faith expects such registration statement covering to remain effective and available for such purpose, without any blackout on the resale use thereof (any period when a blackout is in effect, a “Blackout Period”), for a period of at least twenty (20) days after the Forced Conversion Date, provided, that, in the event that the Issuer provides written notice of any Forced Conversion that would be effective but for the fact that the date of such written notice falls within any Blackout Period, such Forced Conversion shall only be effective if (A) the Daily VWAP of the Common Stock is at least 200% of the Conversion Shares or Price then in effect on each of the first two Trading Days immediately following the last day of such Blackout Period, (B) the Issuer provides written confirmation of such Forced Conversion Shares on the second such Trading Day to all holders of the Notes and (C) the foregoing clause (iii) is satisfied on such second Trading Day, and in such event such second Trading Day shall be deemed the Forced Conversion Notice Date. Notwithstanding anything to the contrary herein, the Issuer shall not be permitted to exercise the Forced Conversion right at any one time with respect to a principal amount of Notes exceeding 25% of the aggregate original principal amount of all Initial Notes, First Amendment Notes and Delayed Draw Notes, if any, that have been issued hereunder (in each case, plus the amount of any interest thereon that has been capitalized thereon), and if the Issuer exercises the Forced Conversion right on any Trading Day, the Issuer may be not exercise the Forced Conversion right again until the Trading Day immediately resold following the date on which the shares of Common Stock issuable in accordance connection with the provisions of Rule 144 ,former Forced Conversion have been delivered to the applicable Purchasers. (ivb) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers In order for the Common Stock the Company may, within 1 Trading Day after the end Issuer to exercise its right to elect a Forced Conversion of any such Threshold Periodportion of the outstanding Notes pursuant to this Section 10.02, deliver a the Issuer shall give written notice to (the Holder (a “Forced Conversion Notice” and ”) to all holders of the Notes on a Trading Day (the date of such notice is delivered to the Holdernotice, the “Forced Conversion Notice Date”) stating that the Issuer elects to cause the Holder to convert all or part force conversion of such portion of the then outstanding Principal Amount Notes pursuant to this Section 10.02 and shall state therein (i) the outstanding principal amount of this Note plussuch Purchaser’s Notes to be converted, if so specified in (ii) the Conversion Price on the Forced Conversion Notice, accrued but unpaid liquidated damages Notice Date and other amounts owing (iii) the Issuer’s computation of the number of shares of Common Stock (together with cash in lieu of any fractional share) to be received by the Holder under this Note, it being agreed that Purchaser. The Issuer shall deliver the “shares of Common Stock (together with cash in lieu of any fractional share) issuable upon any Forced Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day immediately following the applicable Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any For the avoidance of doubt, the exercise by the Issuer of its Forced Conversion right shall not limit or otherwise affect the right of any holder to convert all or any portion of its Notes at any time prior to the Forced Conversion Date. The Forced Conversion Notice Date with respect to any Forced Conversion shall be applied ratably deemed to all Holders based on their initial purchases of Notes be the Conversion Date with respect to such Forced Conversion. (c) Any Forced Conversion pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder this Section 10.02 shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of made in compliance with the provisions of Section 4, including, without limitation, 10.03 and the provision requiring payment other applicable provisions of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note this Article 10.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for 20 out of the Company’s Common Stock for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 0.75 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrarycontrary and subject to the conditions hereunder, if after the Original Issue Date, (i) the closing sales price 12 month anniversary of the Company’s Common Stock date of the Purchase Agreement, the Closing Price for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below"THRESHOLD PERIOD"), which 20 consecutive Trading Day period shall have commenced only after the Original Issue Date (such period the “Threshold Period”)anniversary date, exceeds $1.16 3.50 and (subject to adjustment ii) the average daily trading volume for reverse the same period exceeds 100,000 shares (both (i) and forward (ii) hereof adjusted for any stock splits, stock dividends, stock combinations reverse splits and other similar transactions of the Common Stock that occur like occurring after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock then the Company may, within 1 two Trading Day after Days of the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “Forced Conversion Notice” "FORCED CONVERSION NOTICE" and the date such notice is delivered to received by the Holder, the “Forced Conversion Notice "FORCED CONVERSION NOTICE Date”") to cause the Holder to immediately convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Debentures pursuant to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the 4. The Company may only effect a Forced Conversion Notice Date (such third Trading Day, if all of the “Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion Date”)Conversion. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against . Notwithstanding anything herein to the Holder’s pro rata allocationcontrary, thereby decreasing in the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, event the Company issues a Forced Conversion Notice and, because of any limitation on issuance, it is unable to force (i) the portion of the unpaid principal amount of the Debenture that cannot be converted (the "BLOCKED AMOUNT") shall remain outstanding (and the Maturity Date with respect thereto shall be subject extended, if applicable) until such time as the Holder converts the Blocked Amount into Common Stock in accordance with this Debenture or the Company repays the Blocked Amount or converts the Blocked Amount into Common Stock in accordance with this Debenture; (ii) interest on the Blocked Amount shall cease to all of accrue from and after the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice Date; (iii) the Holder shall be effective continue to have the right to convert the Blocked Amount into Common Stock from and after the Forced Conversion Notice Date in accordance with the terms of this Debenture; and (iv) the Company shall have the right to convert the Blocked Amount, or portion thereof, into shares of Common Stock in accordance with the terms of this Debenture upon written notice to the extent it Holder the first moment after the Forced Conversion Notice Date when Section 4(c)(ii) would require a Conversion in excess of not prevent such conversion, subject to the limitations in Section 4 (c ) of the Note Equity Conditions.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue six month anniversary of the Effective Date, (i) the closing sales price of the Company’s Common Stock Closing Price for each of the sixty (60) Trading Day during any consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)20 calendar days, which period shall have commenced only after the Original Issue Date (six month anniversary of the Effective Date, such period the “Threshold Period”), ) exceeds $1.16 15.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 the average daily volume for such Threshold Period exceeds 100,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeOriginal Issue Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part up to 50% of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Noteinterest, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Notwithstanding anything herein to the contrary, the Company may only deliver an additional Forced Conversion Notice provided that such second Forced Conversion Notice Date is at least 13 months following the Original Issue Date and each Forced Conversion Notice is dependent on a separate Threshold Period from a prior Forced Conversion Notice. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 10.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 0.10 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess the average dollar daily trading volume of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock during the Threshold Period shall not be less than $250,000, the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus the Make-Whole Amount in respect thereof plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of average VWAP for the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 2.40 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty VWAP during any 30 consecutive Trading Day period, which thirty (6030) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which Day period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 [ ] (subject to adjustment for forward and reverse and forward stock splits, stock dividendsrecapitalizations, stock combinations dividends and other similar transactions of the Common Stock that occur like after the Original Issue Date) ), and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive average daily dollar trading volume for such Threshold Period exceeds $500,000 per Trading Days immediately prior to Day, then the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing ) pursuant to the Holder under this NoteSection 6, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their initial purchases the then outstanding shares of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly convertedPreferred Stock. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 1.20 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third twentieth Trading Day following the Forced Conversion Notice Date (such third twentieth Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder during the period commencing on the Forced Conversion Notice Date through the date the Conversion Shares subject to such Forced Conversion are delivered to the Holder shall be applied against the Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) ‌ If following the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately Offering and prior to the issuance Maturity Date, the daily VWAP of the Common Shares on the CSE (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 20 consecutive trading days exceeds $0.75, as adjusted in accordance with Section 6.5, the Corporation may force conversion of all but not less than all of the principal amount (less any tax required by law to be deducted or withheld) of the Debentures at the Conversion Price, upon giving the Debentureholders 30 days advance written notice by way to the Trustee in accordance with Section 13.3 (the “Forced Conversion Notice”) and concurrently issuing a news release, provided however that the Forced Conversion Notice Date (as defined below), ) shall not be a date which period shall have commenced only is earlier than four (4) months and one (1) day after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions date of issuance of the Common Stock that occur after the Original Issue Date) Debentures. The Corporation shall pay all accrued and unpaid interest (iiless any tax required by law to be deducted or withheld) in excess cash. The holder of 200,000 shares of a Debenture may convert such Debenture in whole or in part into Common Share until 4:30 p.m. (Vancouver time) on the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately Business Day prior to the issuance date the Debenture is forced to convert in the manner provided in Section 6.4. In the event that the Corporation exercises its right to force conversion of all of the principal amount of the Debentures pursuant to this Section 6.7, the effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice, ; or (iiib) on the Forced Conversion Notice Date and thereafter there if no date is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified stipulated in the Forced Conversion Notice, accrued but unpaid liquidated damages the date that is 30 days following the date of such Forced Conversion Notice, and other amounts owing to the Holder under this Note, it being agreed that the “upon such Forced Conversion Date” for purposes : (i) all of Section 4 the principal amount (less any tax required by law to be deducted or withheld) of the Debentures shall be deemed to occur on be converted into Common Shares at the third Trading Day following then applicable Conversion Price; and (ii) the Debentureholders shall be entered in the books of the Corporation as at the Forced Conversion Notice Date (such third Trading Dayas the holder of the number of Common Shares, as applicable, into which the Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Vancouver, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, by the Debentureholders, or in the case of Uncertificated Debentures, the “Forced Conversion Date”). Any Forced Conversion surrender of interests in the Debentures through the Depository’s non-certificated system, the Corporation shall be applied ratably to all Holders based on their initial purchases of Notes pursuant deliver to the Subscription Agreement; provided that any voluntary conversions Debentureholders certificates for the Common Shares or deposit Common Shares through the Depository’s non- certificated system, as applicable, for the Common Shares into which the Debentures held by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly them have been converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 Trading Days in any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which 30 Trading Day period shall have commenced only after the Original Issue Effective Date (such period 30 Trading Day period, the “"Threshold Period”"), exceeds $1.16 200% of the then-applicable Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 three Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Exchange Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s 's pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period period, the “Threshold Period”), exceeds $1.16 8.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice,” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date,” and such forced conversion hereunder, a “Forced Conversion”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, the Make Whole Amount (subject to Section 2(a)), liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , except to the extent that such Forced Conversion would violate the limitations set forth in Section 4(d) or 4(e) herein as to a Holder, and provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after one year following the Original Issue initial Closing Date, (i) the closing sales price VWAP for any 20 out of the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such 30 Trading Day period being the “Threshold Period”), ) exceeds $1.16 0.80 (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue such Closing Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock then the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this Note, it being agreed that at the “Conversion Date” for purposes of Section 4 shall be deemed Price on or prior to occur on the third tenth Trading Day following the Holder’s receipt of such Forced Conversion Notice Date (such third Trading Daydate, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) VWAPs for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such period shall have commenced commencing only after the Original Issue Date (Effective Date, such period the “"Threshold Period”"), ) exceeds $1.16 250% of the then effective Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after of the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to received by the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Debentures pursuant to the Holder under this NoteSection 4, it being agreed understood that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, Day being referred to as the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue 30th Trading Day following Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 out of 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue 30th Trading Day following the Effective Date (such period the “"Threshold Period”"), exceeds $1.16 6.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third thirtieth Trading Day following the Forced Conversion Notice Date (such third thirtieth Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro 's pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. i. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price 1 year anniversary of the Company’s Common Stock for Effective Date each of the sixty (60) Closing Prices for any 20 consecutive Trading Days (such period commencing only after such anniversary date, such period the "Conversion Threshold Period")) equals or exceeds 175% of the then Conversion Price, the Company may, within 1 Trading Day of the end of any Conversion Threshold Period, deliver a notice to the Holder (a "Forced Conversion Notice" and the date such notice is received by the Holder, the "Forced Conversion Notice Date") to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Sections 4(a) and 4(b). The Company may only effect a Forced Conversion Notice if all of the Equity Conditions are met through the Conversion Threshold Period until the date of the applicable Forced Conversion. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. ii. Notwithstanding anything herein to the contrary, if (A) the Company has obtained Shareholder Approval in accordance with the rules and regulations of the Trading Market and (B) during the period beginning on the 80th Trading Day prior to the issuance Maturity Date until the 60th Trading Day prior to the Maturity Date the average daily trading volume of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), Common Stock equals or exceeds $1.16 65,000 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Datedate of this Agreement) and (ii) in excess of 200,000 shares of such period the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice"Maturity Threshold Period"), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after of the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced "Maturity Conversion Notice” " and the date such notice is delivered to received by the Holder, the “Forced "Maturity Conversion Notice Date”") to cause the Holder to immediately convert all or part of the then outstanding Principal Amount principal amount of this Note plusDebentures pursuant to Section 4(a) (the "Maturity Conversion"); provided, if so specified in however, the Forced conversion price for such Maturity Conversion Notice, accrued but unpaid liquidated damages and other amounts owing shall be equal to the Holder under this Note, it being agreed that lesser of (x) the “then Conversion Date” Price and (y) 90% of the average of the VWAPs for purposes of Section 4 shall be deemed the 20 Trading Days immediately prior to occur on the third Trading Day following Maturity Date (the Forced "Maturity Conversion Price"). The Company may only effect a Maturity Conversion Notice Date (such third Trading Day, if all of the “Forced Conversion Date”)Equity Conditions are met through the Threshold Period until the date of the applicable Maturity Conversion. Any Forced Maturity Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) Subject to the closing sales price terms and conditions of this Section 2, including the Mandatory/Forced Conversion Conditions (as defined below) and the limitations set forth in Section 2(f), in the event that the arithmetic average of the Company’s Common Stock for each of the sixty Volume Weighted Average Prices on any fifteen (6015) consecutive Trading Days commencing on or after the first Trading Day after the Second Amendment Effective Date and ending on or prior to the second Business Day immediately prior to the issuance Maturity Date, is greater than 175% of the Fixed Conversion Price (the “Forced Conversion Condition”), the Borrower may cause the conversion into Conversion Shares (a “Forced Conversion”) of the outstanding Principal amount of this Note set forth in the Forced Conversion Notice (as defined below); provided that such Principal amount (A) shall not exceed the result of (I) the Discretionary/Forced Conversion Cap, which period shall have commenced only minus (II) the aggregate Principal of this Note converted into Conversion Shares pursuant to Discretionary Conversions after the Original Issue Second Amendment Effective Date and prior to the Forced Conversion (such period the “Threshold PeriodMaximum Forced Conversion Amount”), exceeds and (B) shall not be less than the least of (1) the Maximum Forced Conversion Amount, (2) the then outstanding Principal, and (3) $1.16 1,000,000. The Borrower shall effect Forced Conversions under each of the First Out Waterfall Notes on a pro rata basis, based upon the respective outstanding Principal amounts thereof. (ii) To effect a Forced Conversion, the Borrower shall send a written notice via electronic mail to the Lender (a “Forced Conversion Notice”) at any time between 4:00 p.m. and 5:00 p.m., New York City time on the Trading Day on which the Forced Conversion Condition is satisfied. The Forced Conversion Notice shall certify that the Forced Conversion Condition and the other applicable conditions set forth in this Section 2 have satisfied (including reasonable supporting information), shall state the Principal amount hereunder that the Borrower shall cause to be converted on the Forced Conversion Date and shall state the number of Conversion Shares to be issued to the Lender (subject to adjustment for reverse Section 2(e)(iii) and forward stock splitsthe other terms and conditions of this Section 2(e)). Simultaneously with delivery of a Forced Conversion Notice hereunder, stock dividends, stock combinations and other similar transactions the Borrower shall send a Forced Conversion Notice with respect to a pro rata portion of the Common Stock that occur after Principal of each other First Out Waterfall Notes. Notwithstanding the Original Issue Date) and (ii) foregoing, in excess of 200,000 shares of no event shall the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior Borrower send any Forced Conversion Notice to the issuance Lender within fourteen (14) days of any other Forced Conversion Notice sent by the Borrower to the Lender. (iii) By no later than 5:00 p.m., New York City time on the first Trading Day following the date of the Forced Conversion Notice, the Lender shall confirm to Borrower via electronic mail whether the 4.985% Cap (iiias defined below) on will reduce the number of Shares that may be issued pursuant to such Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice DateLender Notice”) ). If the 4.985% Cap will so reduce the number of Shares that may be issued pursuant to cause the Holder Forced Conversion (subject to convert all or part of the then outstanding Principal Amount terms and conditions of this Note plusSection 2(d)), if so specified the Forced Conversion Lender Notice shall also set forth the maximum number of Conversion Shares that may be issued to the Lender (and the corresponding Principal amount hereunder that may be converted) without exceeding the maximum number of shares that such Lender may receive under the 4.985% Cap (the “Forced Conversion Maximum Share Amount”). The number of Conversion Shares issuable pursuant to the Forced Conversion shall equal the number of Conversion Shares set forth in the Forced Conversion Notice; provided, accrued but unpaid liquidated damages and other amounts owing to however, that, if the Holder under this Note, it being agreed that issuance of the “number of Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following Shares set forth in the Forced Conversion Notice Date (such third Trading Daywould violate the 4.985% Cap, the “Forced number of Conversion Date”). Any Shares issuable pursuant to the Forced Conversion shall instead equal the Forced Conversion Maximum Share Amount (and the Principal amount hereunder to be applied ratably to all Holders based converted on their initial purchases of Notes the applicable Conversion Date shall be correspondingly reduced). (iv) The Conversion Shares issuable pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of delivered within the provisions of timeframe and in accordance with Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c 2(c)(ii) of the Note above.

Forced Conversion. Notwithstanding anything herein to the contrary, if On and after the Original Issue "Mandatory Conversion Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice " (as defined below), which period ) the Corporation shall have commenced only after the Original Issue Date (option to cause the conversion of the Series "A" Preferred Shares, in whole or from time to time in part, into Common Shares. Any such period the “Threshold Period”), exceeds $1.16 (conversion shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold effected in accordance with the provisions of Rule 144 ,Section 7 hereof (ivexcluding Section 7(b)(iii)), to the extent applicable. "Mandatory Conversion Date" shall mean the last day of any period of twenty (20) consecutive Trading Days ending on or after the Company is current in its required Periodic Filings date the underlying shares are registered for resale with the SEC Securities and Exchange Commission, in which the volume weighted average of the daily Current Market Price per Common Share equals or exceeds 200% of the Conversion Price (v) there are at least 2 market makers as adjusted appropriately for stock splits, stock dividends and the Common Stock similar events described in Section 7(g)). Any such determination shall be made by the Company mayCorporation and shall be evidenced by an officer's certificate setting forth the data supporting such determination, within 1 Trading Day after which certificate shall be conclusive evidence of such determination absent manifest error and filed with the end Transfer Agent. If the Corporation exercises its right to cause the conversion of any Series "A" Preferred Shares in whole or from time to time in part, it shall furnish notice thereof to the Transfer Agent and shall mail such Threshold Period, deliver a written notice to the Holder (holders of each outstanding Series "A" Preferred Share being converted at such holder's last address as shown on the stock records of the Corporation, together with a “Forced Conversion Notice” determination as to the number of Series "A" Preferred Shares to be converted and the Conversion Price with respect thereto; provided that to the extent the Corporation elects to cause less than all outstanding shares of Series "A" Preferred Shares to convert pursuant to this Section, the Corporation shall require holders to convert ratably based on their then-current holdings of the Series "A" Preferred Shares. Termination of Dividend Rights. Notwithstanding anything to the contrary herein, the right of any Series "A" Preferred Shareholder to exercise any right of conversion pursuant to Section 7 hereof shall terminate upon the exercise by the Corporation of its conversion right in respect of such shares pursuant to Section 8(a). Notice of conversion having been mailed as aforesaid, from and after the date of such notice is delivered to (unless the Holder, the “Forced Conversion Notice Date”) to cause the Holder Corporation shall fail to convert the Series "A" Preferred Shares in accordance with this Section 8), (i) except as expressly provided in Section 7 hereof, dividends on the Series "A" Preferred Shares so called for conversion shall cease to accrue, (ii) all or part rights of the then outstanding Principal Amount holders of this Note plus, if so specified Series "A" Preferred Shares shall cease (except the right to receive the Common Shares issuable upon conversion and any dividends on the Series "A" Preferred Shares as provided in the Forced Conversion Notice, accrued but unpaid liquidated damages Section 7 hereof (excluding Section 7(b) (iii)) and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 (iii) such Series "A" Preferred Shares shall no longer be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note outstanding.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 Trading Days during any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Day period, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 9.75 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages interest and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the Forced Conversion Notice Date and the “Share Delivery Date” for purposes of Section shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. On or before the Trading Day immediately following the Forced Conversion Notice Date, the Holder shall provide written notice to the Company setting forth the number of shares of Common Stock beneficially owned by the Holder, as calculated pursuant to Section 4(d) below in order to determine whether or not the Company meets the requirement set forth in clause (f) of the definition of Equity Conditions. Any Forced Conversion shall be applied ratably to all Holders based on their the Purchasers’ initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for any 20 out of the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 0.60 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 5 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, plus accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteNote (“Forced Conversion”), it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion will be done on a pro rata basis on all Notes then outstanding. The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Required Holders) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for 20 out of the Company’s Common Stock for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 ___(3) (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess ------------ (3) 250% of the limitations in Section 4 (c ) of the Note Conversion Price.

Forced Conversion. ‌ Notwithstanding anything herein to the contrarycontrary contained herein and subject to any required regulatory approval and provided no Event of Default has occurred and is continuing, if after the Original Issue Dateif, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately at any time following April 24, 2022 and prior to the issuance Maturity Date, the VWAP is greater than $1.20, as adjusted in accordance with Section 6.3, for the preceding 10 consecutive trading days, the Corporation shall have the option to convert all but not less than all of the principal amount of the then outstanding Initial Debentures at the then applicable Conversion Price, with not more than 60 and not less than 30 days’ prior written notice to the Trustee (the “Forced Conversion Notice”), in accordance with Section 13.2. Holders whose Initial Debentures are so converted pursuant to this section will receive accrued and unpaid interest thereon for the period from and including the last Interest Payment Date to, but excluding, the Forced Conversion Date. No later than the Business Day immediately preceding the Forced Conversion Date, the Corporation shall pay to the Trustee in lawful money of Canada an amount equal to all accrued and unpaid interest on the Initial Debentures, less any tax required to be deducted, for payment onto the Debentureholders. In the event that the Corporation exercises its right to force conversion of all of the principal amount of the then outstanding Initial Debentures pursuant to this Section 6.5, the effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice (as defined below), which period shall have commenced only after not be less than 30 days from the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance date of the Forced Conversion Notice, ; or (iiib) on the Forced Conversion Notice Date and thereafter there if no date is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified stipulated in the Forced Conversion Notice, accrued but unpaid liquidated damages the date that is 30 days following the date of such Forced Conversion Notice, and other amounts owing to the Holder under this Note, it being agreed that the “upon such Forced Conversion Date” for purposes : (i) all of Section 4 the principal amount of the then outstanding Debentures shall be deemed to occur on be converted into Common Shares at the third Trading Day following then applicable Conversion Price; (ii) all accrued and unpaid interest to but excluding the Forced Conversion Notice Date (such third Trading Dayless any tax required by law to be deducted or withheld) shall become payable to the Debentureholders; and (iii) the registered holders shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of Common Shares, as applicable, into which the Initial Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Toronto, Ontario by the Debentureholders, or in the case of Uncertificated Debentures, the “surrender of interests in the Debentures through the Depository’s non-certificated system, the Corporation shall deliver to the Debentureholders certificates for the Common Shares or deposit Common Shares through the Depository’s non- certificated system, as applicable, for the Common Shares into which the Debentures held by them have been converted. For greater certainty, notwithstanding the delivery by the Corporation of a Forced Conversion Notice, a holder of Initial Debentures may convert such Initial Debentures in whole or in part at any time until 5:00 p.m. (Eastern Time) on the Business Day prior to the Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period period, the “Threshold Period”), exceeds $1.16 8.72 for such Threshold Period (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert (a “Forced Conversion”) all or part of the then then-outstanding Principal Amount principal amount of this Note plusNote, if so specified in the Forced Conversion Noticeplus Accreted Principal, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note; provided, it being agreed however, that the make-whole payment under this subsection (A) shall not exceed the Issuable Maximum set forth in Section 4(c)(i) (collectively, the “Forced Conversion Amount”). Notwithstanding the foregoing, the Accreted Principal Amount subject to Forced Conversion in any 30-day period shall be equal to the average weekly trading volume over the prior 20 Trading Days multiplied by the current Conversion Price. (For the avoidance of doubt, the foregoing provision means that if, for example, the average weekly trading volume over the past month is 150,000 shares of Common Stock, and $4.36 is the applicable Conversion Price, then the Company could call up to $657,000 of the Notes in any such 30-day period.) The “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third twentieth Trading Day following the Forced Conversion Notice Date (such third twentieth Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders the Holder based on their its initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a the Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price earlier of the Company’s Common Stock Effective Date and the date on which the Conversion Shares are eligible for sale without restriction pursuant to Rule 144(k), the VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 2.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately If prior to the issuance of Maturity Date, the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions VWAP of the Common Stock that occur after Shares on the Original Issue DateTSX (or such other stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days exceeds $[·], as adjusted in accordance with Section 7.5, the Corporation may force conversion of all but not less than all of the principal amount (less any tax required by law to be deducted or withheld) of the Debentures at the Conversion Price, upon giving the Debentureholders 30 days advance written notice by way to the Trustee in accordance with Section 15.3 (the “Forced Conversion Notice”) and concurrently issuing a news release. The Corporation shall pay all accrued and unpaid interest (iiless any tax required by law to be deducted or withheld) in excess cash. The holder of 200,000 shares of a Debenture may convert such Debenture in whole or in part into Common Shares until 4:30 p.m. (Toronto time) on the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately Business Day prior to the issuance date the Debenture is forced to convert in the manner provided in Section 7.7. In the event that the Corporation exercises its right to force conversion of all of the principal amount of the Debentures pursuant to this Section 7.7, the effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice, ; or (iiib) on the Forced Conversion Notice Date and thereafter there if no date is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified stipulated in the Forced Conversion Notice, accrued but unpaid liquidated damages the date that is 30 days following the date of such Forced Conversion Notice, and other amounts owing to the Holder under this Note, it being agreed that the “upon such Forced Conversion Date” for purposes : (i) all of Section 4 the principal amount (less any tax required by law to be deducted or withheld) of the Debentures shall be deemed to occur on be converted into Common Shares at the third Trading Day following then applicable Conversion Price; and (ii) the Debentureholders shall be entered in the books of the Corporation as at the Forced Conversion Notice Date (such third Trading Dayas the holder of the number of Common Shares, as applicable, into which the Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Toronto, at Trader's Bank Building 7▇▇ – ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇, by the Debentureholders, or in the case of Uncertificated Debentures, the “Forced Conversion Date”). Any Forced Conversion surrender of interests in the Debentures through the Depository’s non-certificated system, the Corporation shall be applied ratably to all Holders based on their initial purchases of Notes pursuant deliver to the Subscription Agreement; provided that any voluntary conversions Debentureholders certificates for the Common Shares or deposit Common Shares through the Depository’s non-certificated system, as applicable, for the Common Shares into which the Debentures held by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly them have been converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein Subject to the contrary, if after the Original Issue Date, terms hereof: (i) if at any time the closing sales price of the Company’s Common Stock Market Price is equal to or greater than $3.50 (which figure shall be appropriately and equitably adjusted for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Dateevents) and for thirty (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (6030) consecutive Trading Days immediately prior (a “Pricing Period”), then the Company shall have the right to compel the issuance Holder to convert up to 50% of the Forced Conversion Notice, (iii) on principal amount of Notes then held by the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver Holder by delivering a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered ”) to the Holder; and (ii) if at any time the Market Price is equal to or greater than $6.00 (which figure shall be appropriately and equitably adjusted for stock splits, stock dividends, and similar events) for thirty (30) consecutive Trading Days (a “Pricing Period”), then the “Forced Conversion Notice Date”) Company shall have the right to cause compel the Holder to convert all or part up to the entire principal amount of Notes then held by the then outstanding Principal Amount Holder by delivering a Forced Conversion Notice to the Holder; provided in each case that (1) such Forced Conversion Notice must specify the principal amount of Notes to be converted and the date by which the Holder must have completed conversion(s) of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing aggregating to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date such amount (such third Trading Day, the “Forced Conversion Date”). Any , which date shall be at least 20 Trading Days after the Holder’s receipt of such Forced Conversion Notice (a “Notice Period”), (2) the Company may deliver such Forced Conversion Notice(s) hereunder only within five (5) Trading Days following the occurrence of such Pricing Period and not prior to the completion of such Pricing Period, and (3) all Holders of Notes shall be applied ratably treated proportionately with respect to all Holders based on their initial purchases the Company’s election to force conversion of the Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly convertedprovision. For purposes of clarification, a Forced Conversion Such forced conversion shall be subject to and governed by all the provisions relating to voluntary conversion of this Note contained herein. Notwithstanding anything contained herein, the Company shall not be entitled to exercise any forced conversion right set forth in this subsection 3(j) unless at all times during the applicable Pricing Period and Notice Period (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the provisions Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of Section 4such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) such Registrable Securities are listed, includingor approved for listing prior to issuance, without limitationon the Nasdaq Stock Market, the provision requiring payment New York Stock Exchange, the American Stock Exchange or the OTC Bulletin Board, and are not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of liquidated damages any pending or threatened proceeding or other action to delist or suspend the Common Stock on any of such markets on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock has been duly authorized and limitations reserved for issuance as required by the terms of this Note and the Purchase Agreement; (v) the VWAP on conversions. No Forced Conversion Notice each Trading Day is greater than $1.00; (vi) none of the Company or any direct or indirect subsidiary of the Company shall be effective subject to any bankruptcy, insolvency or similar proceeding; (vii) the extent it Company has paid all prior interest and principal payments due hereunder; and (viii) such issuance would require a Conversion in excess of not cause the limitations beneficial ownership limitation contained in Section 4 (c 3(i) of the Note above to be violated.

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price effective date of the Company’s Common Stock for Registration Statement, each of the sixty (60) VWAPs for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period commencing only after such effective date, such period the “"Threshold Period”"), ) exceeds $1.16 0.375 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess original issue date of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticethis note), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 at any time after the fifth (5th) Trading Day after the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to received by the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to immediately convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in at the then current Conversion Price (a "Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Conversion"). The Company may only effect a Forced Conversion Notice Date if all of the conditions specified in Subsection (such third Trading Day, b) below are met through the “applicable Threshold Period until the date of the applicable Forced Conversion Date”)and through and including the date such shares of Common Stock are issued to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; Purchase Agreement or in the Additional Note and Warrant Financing. (b) The Company may effect a Forced Conversion if at such time the conditions below are satisfied: (i) there is an effective Registration Statement covering the resale of the shares issuable on conversion of this Note or, alternatively, the shares issuable upon conversion of the Note are subject to the provisions of Rule 144(k) promulgated under the Securities Act of 1933, as amended, and (ii) the Common Stock of the Company, including the Conversion Shares to be issued on the Mandatory Conversion Date, are eligible for trading on a Trading Market. (c) The provisions of Section 3.4 shall apply on the date of the Forced Conversion. If, as a result of such provisions, the entire portion of the Note provided that any voluntary conversions by a Holder for in the Forced Conversion Notice is not converted as herein provided, the Company, without further notice to the Holder, shall be applied against deemed to have timely given one or more Forced Conversion Notices for the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a balance of such portion providing for successive Forced Conversion dates until such portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion fully converted or paid in excess of the limitations in Section 4 full (c ) of the Note or some combination thereof).

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) VWAPs for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such period shall have commenced commencing only after the Original Issue Date (Effective Date, such period the “"Threshold Period”"), ) exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 200% of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced then effective Conversion NoticePrice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after of the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to received by the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert convert, at the Company's sole discretion, all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Debentures pursuant to the Holder under this NoteSection 4, it being agreed understood that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third thirtieth Trading Day following the Forced Conversion Notice Date (such third thirtieth Trading Day, Day being referred to as the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the 10 Trading Days immediately prior to the applicable Threshold Period, during the applicable Threshold Period and from the end of the Threshold Period through and including the later of the Forced Conversion Date and the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 5 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), equals or exceeds $1.16 0.30 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticedate hereof), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day Standard Settlement Period Delivery Date following the Forced Conversion Notice Date (such third Trading DayStandard Settlement Period Delivery Date, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless the Equity Conditions specified in clauses (a) through (i), are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder and the amount of Conversion Shares does not exceed 20% of the arithmetic average of the daily trading volume of the Common Stock during the Threshold Period. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases the outstanding principal amount of Notes pursuant to the Subscription Agreement; Debentures, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.” 12. No Forced Conversion Notice shall be effective Section 7 of the Debentures is amended to delete subsections (a), (b), (d), (e) and (f). 13. Hillair hereby agrees that to the extent that it would require a Conversion has not exercised those outstanding warrants originally issued to it by the Company on June 30, 2017 (the “Warrants”) in excess full, on or prior to December 31, 2017, Hillair’s right to exercise such Warrants or any other rights granted pursuant to such Warrants shall be terminated and the Warrants shall be cancelled on the books and records of the limitations in Section 4 (c ) of the Note Company.

Forced Conversion. Notwithstanding anything contained herein to the contrary, if after the date which is seven (7) months following the Original Issue Date, Date the VWAP for any twenty (i20) the closing sales price out of the Company’s Common Stock for each of the sixty thirty (6030) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such 30 Trading Day period being the “Threshold Period”), ) exceeds $1.16 0.20 (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded ), including on each of sixty the three (603) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on preceding the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock as defined below), then the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so as specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Notice (“Forced Conversion Amount”) at the Conversion Price then in effect (“Forced Conversion”) on or prior to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third twentieth (20th) Trading Day following the Holder’s receipt of such Forced Conversion Notice Date (such third Trading Daydate, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases original principal amount of Notes pursuant to the Subscription Agreement; Notes, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, including without limitation, limitation the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) If at any time prior to the closing sales price Stated Maturity, (x) the VWAP (as defined below) of the Company’s shares of Common Stock exceeds 200% of the Conversion Price as of the Issue Date ($14.00 per share) (subject to adjustment as set forth herein) for each of the sixty any fifteen (6015) consecutive Trading Days immediately prior and (y) the Conditions to Forced Conversion (as defined below) shall have been satisfied on each day during the period commencing on the Forced Conversion Notice Date and ending on the Forced Conversion Date (each, as defined below), the Company shall have the right, subject to the issuance limitation in Section 13.02(i), to require each Holder of a Convertible Note to convert all or a portion of such Note, as designated in the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the ) into Common Stock that occur after at the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance Conversion Price as of the Forced Conversion Notice, Date (iiias defined below) (a “Forced Conversion”). The Company may exercise its right to require conversion under this Section 13.01(b)(i) by delivering on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after following the end of any such Threshold Periodthe 15 consecutive Trading Days referred to in clause (x) above, deliver a written notice thereof to the Holder Convertible Holders and the Trustee (a the “Forced Conversion Notice” and the date the Trustee received such notice is delivered referred to the Holder, as the “Forced Conversion Notice Date”) to cause the Holder to convert all or part ). The Forced Conversion Notice shall be irrevocable. The Company shall make a public announcement in respect of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion NoticeNotice on the Forced Conversion Notice Date. The Forced Conversion Notice shall state (A) the Trading Day selected for the Forced Conversion, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 which Trading Day shall be deemed to occur on the third at least twenty (20) Trading Day Days but not more than forty (40) Trading Days following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any , and (B) the Principal Amount of the Outstanding Notes for which such Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by applicable. Upon a Forced Conversion, each Holder shall be applied against deemed to have delivered a Notice of Conversion pursuant to Section 13.02 on the Holder’s pro rata allocation, thereby decreasing Forced Conversion Notice Date. (ii) If the aggregate amount forcibly converted hereunder if only Company elects to cause a Forced Conversion of any portion of any Note pursuant to Section 13.01(b)(i), then it must simultaneously take the same action in the same proportion in respect of each other Notes issued under this Note is forcibly convertedIndenture. If the Company has elected a Forced Conversion, the mechanics of Conversion set forth in Section 13.02 shall apply, to the extent applicable, as if the Company had received from the Holder on the Forced Conversion Notice Date a Notice of Conversion. (iii) For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of this Section 4, including, without limitation13.01, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice following definitions shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .apply:

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 Trading Days in any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which 30 Trading Day period shall have commenced only after the Original Issue Effective Date (such period 30 Trading Day period, the “Threshold Period”), exceeds $1.16 200% of the then-applicable Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 3 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) daily VWAPs for any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)each, which period shall have commenced only after the Original Issue Date (such period the a “Threshold Period”), ) exceeds $1.16 2.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion NoticeSeptember 14, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock 2005), the Company may, within 1 Trading Day after of the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing pursuant to the Holder under this NoteSection 6, it being agreed understood that the “Conversion Date” for purposes of this Section 4 6 shall be deemed to occur on the third Trading Business Day following the Forced Conversion Notice Date (such third Trading Day, Business Day being referred to as the “Forced Conversion Date”). Any The Company may not deliver a Forced Conversion Notice and any Forced Conversion Notice delivered by the Company shall not be applied ratably to effective unless, all Holders based of the Equity Conditions (as hereinafter defined) are met on their initial purchases each Trading Day occurring during the applicable Threshold Period through the later of Notes the applicable Forced Conversion Date and the date the shares of Common Stock issuable pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against such conversion are delivered to the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No In order that the Company shall not discriminate among the Holder and the holders of the Other Notes, the Company agrees that the determination to deliver a Forced Conversion Notice to the Holder shall be effective made in the same proportions as the determination by the Company with respect to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Other Notes.

Forced Conversion. Notwithstanding anything herein to If after one (1) year following the contrary, if after the Original Issue initial Closing Date, (i) the closing sales price of the Company’s Common Stock has been listed or quoted for each trading on any Trading Market other than the OTC Bulletin Board for a period of the sixty ninety (6090) consecutive Trading Days immediately prior to the issuance of preceding the Forced Conversion Notice Date set forth below, (as defined below)ii) no default notice has been received by the Company from any such Trading Market during or with respect to the foregoing time period, which period shall have commenced only after and (iii) the Original Issue VWAP for any 20 out of 30 consecutive Trading Days immediately preceding the Forced Conversion Date (such period set forth below exceeds three times the “Threshold Period”), exceeds $1.16 Conversion Price (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Closing Date), then this Note shall automatically be converted into Conversion Shares, as if an election to convert all outstanding principal and accrued but unpaid interest of this Note had then been made by the Holder under Section 4(a), either: (i) upon a date (after one (1) year following the initial Closing Date) and for such forced conversion of all the Notes specified by the written consents, delivered to the Company, by the holders of at least seventy five percent (75%) in principal amount of the then outstanding Notes; or (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance closing of a Conversion Fundamental Transaction (provided, for the avoidance of doubt, such closing occurs after one (1) year following the initial Closing Date). The conversion date so specified under (i) of the preceding sentence, or the date of such closing under (ii) (each a "Forced Conversion NoticeDate"), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may shall be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice deemed to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that be the “Conversion Date” for purposes of this Section 4 shall be deemed 4. The Holder may elect, by giving written notice of such election to occur on the third Company at least five (5) Trading Day following Days before the closing of a Conversion Fundamental Transaction, to avoid such a forced conversion of this Note by selling this Note to the Company or its designated assignee, concurrently with such closing, for a cash payment equal to the Forced Conversion Amount at the time of such closing. Notice Date of any proposed Conversion Fundamental Transaction and such election shall be given to the Holder at least fifteen (15) calendar days before such third Trading Dayclosing. In connection with such purchase, the Holder shall assign this Note to the Company or its assignee, free and clear of any liens, claims or encumbrances other than transfer restrictions under applicable securities laws. A “Conversion Fundamental Transaction” shall mean a Fundamental Transaction: (1) which is approved by the Company’s Board of Directors; (2) pursuant to which each holder of a Note converted into Conversion Shares as a result of such Conversion Fundamental Transaction will receive for such Conversion Shares consideration having a fair market value (as reasonably determined by the Company’s Board of Directors) at least equal to the Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to Amount for that Note; and (3) under which the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all consideration received for each outstanding share of the provisions of Section 4, including, without limitation, Company’s Common Stock is the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note same.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue one year anniversary of the Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue one year anniversary Effective Date (such period the “Threshold Period”), exceeds $1.16 0.4375 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of up to 50% of the then outstanding Principal Amount principal amount of this Note Debenture (increasing to 100% of the outstanding principal amount of this Debentures if the VWAP for each Trading Day during a Threshold Period exceeds $0.5625 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date)) plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue 6 month anniversary of the Closing Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue 6 month anniversary of the Closing Date (such period the “Threshold Period”), exceeds $1.16 0.42 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of $500,000 (the then outstanding Principal Amount “Initial Forced Conversion Amount”) of the principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). In addition, after Forced Conversions aggregating the initial Forced Conversion Amount have been effected, as described above, if after such Forced Conversion(s), the VWAP for each of any 10 consecutive Trading Day period, which 10 consecutive Trading Day period shall have commenced only after initial Forced Conversion Date (“Second Forced Conversion Threshold Period”), exceeds $0.52 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), the Company may, within 1 Trading Day after the end of any such Second Forced Conversion Threshold Period, deliver a written notice to the Holder (a “Second Forced Conversion Notice” and the date such notice is delivered to Holder, the “Second Forced Conversion Notice Date”) to cause the Holder to convert all or part of $500,000 of the principal amount of this Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this Debentures, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Second Forced Conversion Date”). The Company may not deliver a Forced Conversion or Second Forced Conversion Notice, and any Forced Conversion and Second Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period and Second Forced Conversion Threshold Period through and including the later of the applicable Forced or Second Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holder pursuant to the Forced Conversion or Second Forced Conversion Notice, as applicable. Any Forced Conversion and Second Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions at any time prior to a Forced Conversion Date or Second Forced Conversion Date by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion and Second Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, If (i) the closing sales price VWAP of the Company’s Common Stock for each of the sixty (60) consecutive at least 20 Trading Days during the 30 Trading Day period immediately prior to preceding the issuance delivery of the a Forced Conversion Notice pursuant to this Section 7(b) (as defined below), which period shall have commenced only after the Original Issue Date (such period the a “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale been at least 140% of the Conversion Shares or Price then in effect, the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 one Trading Day after the end of any such Threshold Period, deliver by delivery of a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to ), cause the each Holder to convert all or part any portion of such Holder’s Preferred Stock (as specified in such Forced Conversion Notice, which shall apply to the Holders pro rata based on the number of shares of Preferred Stock held by each of them if such conversion is for less than all of the then outstanding Principal Amount shares of this Note plus, if so specified in Preferred Stock) into shares of Common Stock at the Forced applicable Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteRatio, it being agreed that the “Conversion Date” for purposes of Section 4 7(b) shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be applied ratably effective under any of the following circumstances: (i) if the Forced Conversion Notice is delivered prior to the earlier of (a) the Maturity Date (as defined in the Specified Second Lien Credit Agreement) and (b) the exercise by the lenders of the Term Loan Conversion and Delayed Draw Term Loan Conversion (in each case, as defined in the Specified Second Lien Credit Agreement) pursuant to Sections 11.01 and 11.02 of the Specified Second Lien Credit Agreement, respectively, (ii) if the Corporation has previously exercised the Borrower Conversion Right (as defined in the Specified Second Lien Credit Agreement) pursuant to Section 11.04 of the Specified Second Lien Credit Agreement as to all Holders based of the outstanding Term Loan and Delayed Draw Term Loans (in each case, as defined in the Specified Second Lien Credit Agreement) or (iii) if all of the Equity Conditions are not met on their initial purchases both of Notes pursuant to (A) the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against applicable Forced Conversion Notice Date and (B) the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly convertedapplicable Forced Conversion Date. For purposes the avoidance of clarificationdoubt, (i) a Forced Conversion shall be subject to all of the provisions of this Section 47, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective conversions and (ii) the Corporation is not entitled to force the extent it would require a Conversion in excess conversion of the limitations Preferred Stock except as expressly provided in this Section 4 (c ) of the Note 7.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) VWAPs for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such period shall have commenced commencing only after the Original Issue Date (Effective Date, such period the “"Threshold Period”), ") exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 400% of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced then effective Conversion NoticePrice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after of the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to received by the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert convert, at the Company's sole discretion, all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Debentures pursuant to the Holder under this NoteSection 4, it being agreed understood that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third thirtieth Trading Day following the Forced Conversion Notice Date (such third thirtieth Trading Day, Day being referred to as the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the 10 Trading Days immediately prior to the applicable Threshold Period, during the applicable Threshold Period and from the end of the Threshold Period through and including the later of the Forced Conversion Date and the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to (a) If (1) the contraryDaily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Ordinary Shares) exceeds one hundred and fifty percent (150%) of the Conversion Price (the “Agreed Threshold”) on any twenty (20) Trading Days (whether or not consecutive) during any thirty (30) consecutive Trading Day period beginning on or after the Original Issue Datefifth (5th) anniversary of the date of this Indenture (such thirty (30) consecutive Trading Day period being the “Forced Conversion Qualification Period”), (i2) the closing sales price Daily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Company’s Common Stock Ordinary Shares) for each of the sixty last five (605) consecutive Trading Days immediately prior during the Forced Conversion Qualification Period is not lower than the Agreed Threshold and (3) the aggregate average daily dollar trading volume (as reported on Bloomberg) of (x) the ADSs on The NASDAQ Global Market and (y) the Ordinary Shares on the Hong Kong Stock Exchange during such Forced Conversion Qualification Period is, in the aggregate of (x) and (y) (any amount not expressed in U.S. Dollars shall be converted into U.S. Dollars by using the average of the applicable exchange rate reported on Bloomberg FX Fixings page (or, if such page is not available, its equivalent successor page) at 5:00 pm New York time on each Trading Day during such Forced Conversion Qualification Period), at least US$70.0 million, then, the Company shall have the right (but not the obligation), by providing written notice (which notice shall be irrevocable and shall not be subject to conditions) within ten (10) Business Days following the Forced Conversion Qualification Period to all Holders of Notes, to force the conversion of all (and not some only) of the outstanding principal amount of the Notes held by such Holders on the Conversion Date (subject to the issuance immediately following sentence) into Conversion Securities at the then applicable Conversion Rate (the “Forced Conversion Notice” and, the conversion of Notes pursuant to this Section 13.03(a), the “Forced Conversion”). The Conversion Date with respect to any such Forced Conversion will be a date specified by the Company in the Forced Conversion Notice to the Holders, which shall be a Business Day that is no less than 10 Business Days and no more than 30 Business Days after the date of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Notwithstanding anything to the contrary contained in this Indenture, no “Make-Whole Amount” shall be payable by the Company to any Holder upon a Forced Conversion. (b) A Forced Conversion shall be applied ratably to all Holders based on their initial purchases will have the same effect as a conversion of the applicable outstanding principal amount of the Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against effected at the Holder’s pro rata allocation, thereby decreasing election pursuant to Article 13 (Conversion of Notes) with a Conversion Date occurring on the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall Date. No Holders will be subject required to all of deliver a Conversion Notice, provided any Holder may notify the provisions of Section 4, including, without limitationCompany, the provision requiring payment ADS Depositary and the Conversion Agent in writing substantially in the form of liquidated damages and limitations on conversions. No Attachment 5 to the Form of Note attached hereto as Exhibit A no later than five (5) Business Days before the Conversion Date specified in the Forced Conversion Notice shall be effective of its election to the extent it would require a Conversion receive Ordinary Shares in excess lieu of the limitations in Section 4 (c ) of the Note any ADSs deliverable upon such Forced Conversion.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) If following the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately Offering and prior to the issuance of Maturity Date, the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions VWAP of the Common Stock that occur after Shares on the Original Issue DateTSX (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days exceeds $17.00, as adjusted in accordance with Section 6.5, the Corporation may force conversion of all but not less than all of the principal amount (less any tax required by law to be deducted or withheld) of the Debenture at the Conversion Price, upon giving the Debentureholders 30 days advance written notice by way to the Trustee in accordance with Section 13.3 (the “Forced Conversion Notice”) and concurrently issuing a news release. The Corporation shall pay all accrued and unpaid interest (iiless any tax required by law to be deducted or withheld) in excess cash. The holder of 200,000 shares of a Debenture may convert such Debenture in whole or in part into Common Share until 4:30 p.m. (Vancouver time) on the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately Business Day prior to the issuance date the Debenture is forced to convert in the manner provided in Section 6.4. In the event that the Corporation exercises its right to force conversion of all of the principal amount of the Debentures pursuant to this Section 6.7, the effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice, ; or (iiib) on the Forced Conversion Notice Date and thereafter there if no date is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified stipulated in the Forced Conversion Notice, accrued but unpaid liquidated damages the date that is 30 days following the date of such Forced Conversion Notice, and other amounts owing to the Holder under this Note, it being agreed that the “upon such Forced Conversion Date” for purposes : (i) all of Section 4 the principal amount (less any tax required by law to be deducted or withheld) of the Debentures shall be deemed to occur on be converted into Common Shares at the third Trading Day following then applicable Conversion Price; and (ii) the Debentureholders shall be entered in the books of the Corporation as at the Forced Conversion Notice Date (such third Trading Dayas the holder of the number of Common Shares, as applicable, into which the Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Vancouver, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, by the Debentureholders, or in the case of Uncertificated Debentures, the “Forced Conversion Date”). Any Forced Conversion surrender of interests in the Debentures through the Depository’s non-certificated system, the Corporation shall be applied ratably to all Holders based on their initial purchases of Notes pursuant deliver to the Subscription Agreement; provided that any voluntary conversions Debentureholders certificates for the Common Shares or deposit Common Shares through the Depository’s non-certificated system, as applicable, for the Common Shares into which the Debentures held by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly them have been converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) Effective Date the closing sales price average of the Company’s Common Stock VWAPs for each of the sixty (60) any 22 Trading Days during a 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice Day period (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 0.29752 (subject to adjustment for reverse and forward stock splitssplits and the like), stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 two (2) Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice) up to a maximum amount as to a Forced Conversion Date not to exceed, accrued but unpaid in the aggregate among all Holders, 15% of the average daily trading volume of the Common Stock on the principal Trading Market during the applicable Threshold Period, and all liquidated damages and other amounts owing due in respect of the Preferred Stock pursuant to the Holder under this NoteSection 6, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on no later than the third earlier of (i) two (2) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the Forced Conversion Notice Date (such third Trading Daydate, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless the applicable Equity Conditions have been met as of the Forced Conversion Notice Date through and including the later of the Forced Conversion Date and the Trading Day on which that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Additionally, the Corporation may only deliver one Forced Conversion Notice in any 22 consecutive Trading Day period. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their each Holder’s initial purchases of Notes pursuant to the Subscription Agreement; Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against the Holdersuch H▇▇▇▇▇’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion less than all shares of this Note is the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion conversion effected by this Section 8(a) shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced conversions and determining the number of shares of Common Stock being issued using the Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Ratio.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the six month anniversary of the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) Closing Prices for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such period shall have commenced commencing only after the six month anniversary of the Original Issue Date (Date, such period the “Threshold Period”), ) exceeds the then Conversion Price by $1.16 0.30 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and or (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for consummates a bona fide firm commitment public underwritten offering of the Common Stock by a nationally recognized investment bank of its Common Stock for an offering price that is equal to or exceeds the then Conversion Price by $0.30 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein The Company may cause the Holder to convert all or part of the contrary, then outstanding principal amount of this Debenture into shares of Common Stock at the Conversion Price if after all of the Original Issue Date, following conditions are met: (i) the closing sales price Closing Bid Price or Closing Sales Price, as the case may be, of a share of the Company’s Common Stock equals or exceeds $2.50 (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or similar event) for each of the sixty (60) 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares the average daily trading volume of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior is equal to the issuance at least 1% of the Forced Conversion Noticenumber of shares of Common Stock outstanding on the last trading date of the Threshold Period, (iii) Rule 144 of the Securities Act is available for the resale of all the Conversion Shares on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) each of the Company is current Equity Conditions shall have been met (unless waived in its required Periodic Filings with writing by the SEC and (vHolder) there are at least 2 market makers for on each Trading Day during the Common Stock the Threshold Period. The Company may, within 1 3 Trading Day Days after the end of any such a Threshold Period, deliver a written notice to the Holder (a the “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Debenture. The “Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third 3rd Trading Day following the Forced Conversion Notice Date (such third Trading Day, Date. All accrued and unpaid interest on the “Forced Conversion Date”)Date shall be paid in cash by the Company. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures issued pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions Voluntary Conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a The Company shall notify the Holder in writing within 1 Trading Day after any Forced Conversion shall be subject to all of the provisions of under this Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note 5(a).

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 2.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be applied ratably to effective, unless all Holders based of the Equity Conditions are met on their initial purchases each Trading Day occurring during the applicable Threshold Period through and including the later of Notes the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against such conversion are delivered to the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (Effective Date, such period the “Threshold Period”), ) exceeds $1.16 200% of the then effective Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 the average daily volume for such Threshold Period, which Threshold Period shall have commenced only after the Effective Date, exceeds 100,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeOriginal Issue Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebentures, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third 20th Trading Day following the Forced Conversion Notice Date (such third 20th Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price VWAP for any 20 out of the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such 30 Trading Day period being the “"Threshold Period”), ") exceeds $1.16 0.75 (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock then the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so as specified in such Forced Conversion Notice ("Forced Conversion Amount") at the Conversion Price ("Forced Conversion") on or prior to the tenth Trading Day following the Holder's receipt of such Forced Conversion Notice (such date, the "Forced Conversion Date"). The Company may not deliver a Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder under this Note, it being agreed that (except clause (xii) of the “Conversion Date” for purposes of Section 4 Equity Conditions shall be deemed to occur on apply only during the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”Threshold Period). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases original principal amount of Notes pursuant to the Subscription Agreement; Notes, provided that any voluntary conversions by a Holder shall be applied against the Holder’s 's pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date dates of the Purchase Agreements (such period the “Threshold Period”), exceeds $1.16 1.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions and the pricing conditions set forth above are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Agreement; Purchase Agreements, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after both the Original Issue date Shareholder Approval is received and effective and the Effective Date, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after both the Original Issue Date (date of such Shareholder Approval and the Effective Date, such period the “Threshold Period”), ) exceeds $1.16 the then effective Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and by at least 250% (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticee.g., (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of if the Conversion Shares Price is $1.30, then the VWAPs must equal or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock exceed $4.55), the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and ”, the date such notice is delivered to the Holder, the “Forced Conversion Notice Date” and such conversion, a “Forced Conversion”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Debentures pursuant to the Holder under this NoteSection 4, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion for less than all of the outstanding Debentures shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No If the Company is precluded from completing a Forced Conversion as to any Holder or Holders by reason of the limitations contained in Section 4(c)(ii), then the Company shall be permitted to complete such Forced Conversion up to such limitation on the applicable Forced Conversion Date and any uncompleted portion of such Forced Conversion on the 90th calendar day following the Forced Conversion Date notwithstanding the limitation contained in Section 4(c)(ii) and notwithstanding the failure of any of the Equity Conditions subsequent to the Forced Conversion Date, provided that no interest or penalties shall accrue on any amount being converted pursuant to a Forced Conversion Notice shall be effective to after the extent it would require a applicable Forced Conversion in excess of the limitations in Section 4 (c ) of the Note Notice Date.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty any ten (6010) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 1.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for 20 out of the Company’s Common Stock for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 2.52 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds the greater of (x) $1.16 5.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and or (iiy) in excess of 200,000 shares 200% of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced then-effective Conversion NoticePrice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. In the event that after the Effective Date, the VWAP for each of any 20 consecutive Trading Days, which period shall have commenced only after the Effective Date, exceeds the greater of (x) $5.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) or (y) 200% of the then-effective Conversion Price (such 20 Trading Period, a “20-Day Threshold Period”), the Company shall be permitted to exercise a Forced Conversion, otherwise in compliance with the all of provisions set forth in this Section 6(c), except that the Company shall not be required to satisfy Equity Condition (j) in respect of such 20-Day Threshold Period. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 5.13 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for 20 out of the Company’s Common Stock for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 2.88 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for any 20 out of the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 0.80 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 5 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, plus accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteNote (“Forced Conversion”), it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion will be done on a pro rata basis on all Notes then outstanding. The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Required Holders) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock Closing Price for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (Effective Date, such period the “Threshold Period”), ) exceeds $1.16 8.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 and the average daily volume for such Threshold Period exceeds 75,000 shares of the Company’s Common Stock has traded on each per Trading Day (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock that occur after the Original Issue Date), the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert up to a principal amount of this Debenture equal to all or part of such Holder’s pro-rata portion of the then outstanding Principal Forced Conversion Amount of this Note plus, if so Debenture (as specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note), it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). As to each Holder, a Forced Conversion Notice shall contain the aggregate Forced Conversion Amount, such Holder’s pro-rata portion of such amount, confirmation of the satisfaction of the conditions set forth above for the Threshold Period and the Equity Conditions, and the portion of such Holder’s pro-rata portion of the Forced Conversion Amount to be converted on each Forced Conversion Date. to cause the Holder to convert all or part of the then outstanding principal amount of Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder pursuant to Section 4, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall For clarity, Threshold Periods may not overlap, but must be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note determined consecutively.

Forced Conversion. Notwithstanding anything herein to the contrarycontrary in this Certificate of Designation and subject to the limitation set forth in Section 6(d), if (x) after the later of (i) the first anniversary of the Original Issue Date and (ii) the Effective Date, but prior to the second anniversary of the Original Issue Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any ten consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Day period, which ten consecutive Trading Day period shall have commenced only after the later of (i) the first anniversary of the Original Issue Date and (such period ii) the “Threshold Period”)Effective Date, exceeds $1.16 1.20 (subject to adjustment for reverse and forward stock splitssplits and the like), stock dividends, stock combinations and other similar transactions or (y) after the later of (i) the Common Stock that occur after second anniversary of the Original Issue Date) Date and (ii) in excess the Effective Date, the VWAP for each of 200,000 shares any ten consecutive Trading Day period, which ten consecutive Trading Day period shall have commenced only after the later of (i) the second anniversary of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Original Issue Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(ivii) the Company is current Effective Date, exceeds $1.60 (subject to adjustment for reverse and forward stock splits and the like) (any period referred to in its required Periodic Filings with the SEC preceding clauses (x) and (v) there are at least 2 market makers for y), a “Threshold Period”), the Common Stock the Company Corporation may, within 1 Trading Day 90 days after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice, ) plus all accrued but unpaid liquidated damages and other amounts owing to the Holder under this Notedividends thereon, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day (including the condition (as more fully described in the definition of “Equity Conditions” in Section 1, above) that the dollar daily trading volume for the Common Stock on the Principal Trading Market exceeds $500,000 on each such Trading Day) during the applicable Threshold Period through and including the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their each Holder’s initial purchases of Notes pursuant to the Subscription Agreement; Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion less than all shares of this Note is the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No In the event that a Forced Conversion Notice shall be effective is subject to limitation because of the Beneficial Ownership Limitation under Section 6(d), then the Preferred Stock held by one or more Holders will remain outstanding, but only to the extent it would and only for so long, as necessary to comply with such restrictions, and from and after the Forced Conversion Date, any and all such shares of Preferred Stock that remain outstanding shall no longer (a) bear further dividends pursuant to Section 3, (b) be subject to further adjustments pursuant to Sections 7(b) or (c), or to require a Conversion the Corporation to make payments in excess the event of any Triggering Event, and the limitations Corporation will no longer be subject to the negative covenants set forth in Section 4 (c ) of the Note 9.

Forced Conversion. Notwithstanding anything herein From and after one year after the issue date of the Series B Preferred Stock to the contraryHolder, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock has had a closing price as reported for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice Principal Market (as defined below), in the Subscription Agreement) of not less than $0.35 for twenty (20) consecutive trading days during which twenty (20) day period shall have commenced only after an Event of Default or an event which with the Original Issue Date passage of time or the giving of notice could become an Event of Default did not occur or was not pending (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions ii) the daily volume weighted average price of the Common Stock that occur after during the Original Issue Date) Threshold Period multiplied by the trading volume each such trading day during the Threshold Period is not less than $150,000, and (iiiii) in excess the date upon which the gross production and sale of 200,000 shares hydrocarbons during the immediately preceding 30-day period ending on the last day of the Threshold Period, totals 30,000 barrels (being 42 United States gallons of oil per barrel) from all of those properties acquired by Holders of Series B Preferred Stock from the Company’s Common Stock has traded on each Megawest Energy Missouri Corp. subsidiary pursuant to that certain Agreement of sixty (60) consecutive Trading Days immediately prior to Purchase and Sale dated as of at or about the issuance initial issue date of Series B Preferred Stock, the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 Trading Day five (5) business days after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Series B Preferred Stock (as specified in the such Forced Conversion Notice, ) plus all accrued but unpaid liquidated damages and other amounts owing dividends thereon pursuant to the Holder under this Note, it being agreed that the Section 3. The “Conversion Date” for purposes of Section 4 2D shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their each Holder’s initial purchases of Notes pursuant to the Subscription Agreement; Series B Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion less than all shares of this Note is the Series B Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion forced conversion under this Section 5 shall be subject to all of the provisions of Section 42D, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No The foregoing notwithstanding, a Forced Conversion Notice shall may not be effective given if an Event of Default has occurred until one (1) year after such Event of Default had been cured. In the event during the period from the Forced Conversion Notice Date until the actual delivery date of the shares pursuant to the extent it would require Forced Conversion Notice an Event of Default or an event which with the passage of time or the giving of notice could become an Event of Default has occurred, the Holder may elect to cancel delivery of all or a Conversion in excess part of the limitations shares issuable in Section 4 (c ) of connection with the Note Forced Conversion Notice.

Forced Conversion. Notwithstanding anything herein to the contrary, if (a) On or after the Original Issue second anniversary of the Closing Date, the Issuer may, at its option, from time to time, elect to convert (a “Forced Conversion”) a portion of the outstanding Notes into the number of shares of Common Stock issuable upon conversion pursuant to Section 10.01 (with cash in lieu of any fractional share as provided for herein) based on the Conversion Price then in effect if, and only if (i) the closing sales price Daily VWAP of the Company’s Common Stock for each has been at least 200% of the sixty Conversion Price then in effect on at least 30 Trading Days (60whether or not consecutive) in the period of 45 consecutive Trading Days ending on, and including, the Trading Day immediately prior to the issuance of preceding the Forced Conversion Notice Date, (as defined below), which period shall have commenced only after ii) the Original Issue Date (such period Issuer provides the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse Forced Conversion Notice on a Trading Day and forward stock splits, stock dividends, stock combinations and other similar transactions the Daily VWAP of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares is at least 200% of the Company’s Common Stock has traded Conversion Price in effect on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the such Forced Conversion Notice, Notice Date and (iii) a registration statement covering the resale of the shares of Common Stock issuable upon such Forced Conversion is effective and available for use by the holders of converted Notes on the Forced Conversion Notice Date and thereafter there is an effective the Issuer in good faith expects such registration statement covering to remain effective and available for such purpose, without any blackout on the resale use thereof (any period when a blackout is in effect, a “Blackout Period”), for a period of at least twenty (20) days after the Forced Conversion Date, provided, that, in the event that the Issuer provides written notice of any Forced Conversion that would be effective but for the fact that the date of such written notice falls within any Blackout Period, such Forced Conversion shall only be effective if (A) the Daily VWAP of the Common Stock is at least 200% of the Conversion Shares or Price then in effect on each of the first two Trading Days immediately following the last day of such Blackout Period, (B) the Issuer provides written confirmation of such Forced Conversion Shares on the second such Trading Day to all holders of the Notes and (C) the foregoing clause (iii) is satisfied on such second Trading Day, and in such event such second Trading Day shall be deemed the Forced Conversion Notice Date. Notwithstanding anything to the contrary herein, the Issuer shall not be permitted to exercise the Forced Conversion right at any one time with respect to a principal amount of Notes exceeding 25% of the aggregate original principal amount of all Initial Notes and Delayed Draw Notes, if any, that have been issued hereunder (in each case, plus the amount of any interest thereon that has been capitalized thereon), and if the Issuer exercises the Forced Conversion right on any Trading Day, the Issuer may be not exercise the Forced Conversion right again until the Trading Day immediately resold following the date on which the shares of Common Stock issuable in accordance connection with the provisions of Rule 144 ,former Forced Conversion have been delivered to the applicable Purchasers. (ivb) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers In order for the Common Stock the Company may, within 1 Trading Day after the end Issuer to exercise its right to elect a Forced Conversion of any such Threshold Periodportion of the outstanding Notes pursuant to this Section 10.02, deliver a the Issuer shall give written notice to (the Holder (a “Forced Conversion Notice” and ”) to all holders of the Notes on a Trading Day (the date of such notice is delivered to the Holdernotice, the “Forced Conversion Notice Date”) stating that the Issuer elects to cause the Holder to convert all or part force conversion of such portion of the then outstanding Principal Amount Notes pursuant to this Section 10.02 and shall state therein (i) the outstanding principal amount of this Note plussuch Purchaser’s Notes to be converted, if so specified in (ii) the Conversion Price on the Forced Conversion Notice, accrued but unpaid liquidated damages Notice Date and other amounts owing (iii) the Issuer’s computation of the number of shares of Common Stock (together with cash in lieu of any fractional share) to be received by the Holder under this Note, it being agreed that Purchaser. The Issuer shall deliver the “shares of Common Stock (together with cash in lieu of any fractional share) issuable upon any Forced Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day immediately following the applicable Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any For the avoidance of doubt, the exercise by the Issuer of its Forced Conversion right shall not limit or otherwise affect the right of any holder to convert all or any portion of its Notes at any time prior to the Forced Conversion Date. The Forced Conversion Notice Date with respect to any Forced Conversion shall be applied ratably deemed to all Holders based on their initial purchases of Notes be the Conversion Date with respect to such Forced Conversion. (c) Any Forced Conversion pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder this Section 10.02 shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of made in compliance with the provisions of Section 4, including, without limitation, 10.03 and the provision requiring payment other applicable provisions of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note this Article 10.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 0.80 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be applied ratably to effective, unless all Holders based of the Equity Conditions are met on their initial purchases each Trading Day occurring during the applicable Threshold Period through and including the later of Notes the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against such conversion are delivered to the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price Company undertakes a subsequent financing or series of the Company’s subsequent financings pursuant to which is sells Common Stock or Common Stock Equivalents for each gross proceeds of the sixty at least $20 million (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold PeriodQualified Offering”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after prior to the end consummation of any such Threshold PeriodQualified Offering, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified Debenture plus cash payment in the Forced Conversion Notice, full of accrued but unpaid interest, liquidated damages damages, an additional amount, if any, to the extent that the Holder’s Internal Rate of Return with respect to this Debenture equals 20% on an annualized basis through the date of payment and other amounts owing to the Holder under this Note, it being agreed that the Debenture. The “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”) and provided further that the Conversion Price shall be the lesser of (i) the then Conversion Price and (ii) the price per share paid for such Common Stock in the Qualified Offering (“Forced Conversion Price”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on and immediately prior to the consummation of the Qualified Offering (unless waived in writing by the Holder). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after one year following the Original Issue initial Closing Date, (i) the closing sales price VWAP for any 20 out of the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such 30 Trading Day period being the “Threshold Period”), ) exceeds $1.16 1.60 (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue such Closing Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock then the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this Note, it being agreed that at the “Conversion Date” for purposes of Section 4 shall be deemed Price on or prior to occur on the third tenth Trading Day following the Holder’s receipt of such Forced Conversion Notice Date (such third Trading Daydate, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 month anniversary of the Original Issue Date, (i) the closing sales price of the Company’s Common Stock Closing Price for each of the sixty (60) Trading Day during any consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)20 calendar days, which period shall have commenced only after the 12 month anniversary of the Original Issue Date (IssueDate, such period the “Threshold Period”), ) exceeds $1.16 15.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 the average daily volume for such Threshold Period exceeds 100,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeOriginal Issue Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part up to 50% of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Noteinterest, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Notwithstanding anything herein to the contrary, the Company may only deliver an additional Forced Conversion Notice provided that such second Forced Conversion Notice Date is at least 18 months following the Original Issue Date and each Forced Conversion Notice is dependent on a separate Threshold Period from a prior Forced Conversion Notice. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases the then current principal amount of Notes pursuant to the Subscription Agreement; Debentures, provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages all amounts owing under this Debenture and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period period, the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 250% of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced then Conversion NoticePrice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert convert, up to a principal amount of this Debenture equal to all or part of the then outstanding Principal Amount such H▇▇▇▇▇’s pro-rata portion of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteAmount, it being agreed understood that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, Day being referred to as the “Forced Conversion Date”). As to each Holder, a Forced Conversion Notice shall contain the aggregate Forced Conversion Amount, such Holder’s pro-rata portion of such amount, confirmation of the satisfaction of the conditions set forth above for the Threshold Period and the Equity Conditions, and the portion of such Holder’s pro-rata portion of the Forced Conversion Amount to be converted on each Forced Conversion Date. The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions have been met on each Trading Day occurring during the Threshold Period through and including the later of each Forced Conversion Date and the date that the Conversion Shares issuable pursuant to such conversion are delivered to the Holder pursuant to the Forced Conversion Notice. Notwithstanding anything herein to the contrary, the Company may only deliver another Forced Conversion Notice provided that the most recent Forced Conversion Notice Date is at least 15 days prior to the new Forced Conversion Notice Date. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 0.20 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Datea Change of Control or a Fundamental Transaction, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as herein defined below)occur, which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and shall within three (v3) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end business days of any such Threshold Period, event or notice of such event deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert convert, up to a principal amount of this Note equal to all or part of the then outstanding Principal Amount such Holder's pro-rata portion of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteAmount, it being agreed understood that the “"Conversion Date” " for purposes of this Section 4 9 shall be deemed to occur on the third Trading Day following record date for such event (the "Forced Conversion Date"). As to each Holder, a Forced Conversion Notice shall contain the aggregate Forced Conversion Amount, such Holder's pro-rata portion of such amount, confirmation of the satisfaction of the conditions set forth above, and the portion of such Holder's pro-rata portion of the Forced Conversion Notice Date (such third Trading Day, the “Amount to be converted on each Forced Conversion Date”). Any The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective in regards to a Change of Control transaction, unless at the closing of the transaction triggering the Forced Conversion, the Company would no longer be subject to Section 12(g) or 12(b) or the Exchange Act or the Company will cease to exist or substantially all of the Company’s assets are being sold as part of such transaction or the consideration being received by the Holder will not be shares of Common Stock of the Company at the closing of the triggering event. Although Holder will be deemed to own the Shares as of the Record Date of such action, Holder will have no voting rights related to such Shares on such date and shall not vote the Shares on the transaction triggering the forced conversion, but instead, for voting purposes, the Shares shall be applied ratably deemed unissued or if required by statute be voted by the board of director of the Company in the same manor (i.e. for or against) as the majority of the Company’s shares are voted; provided that, any transaction requiring a supermajority vote must receive a supermajority vote of the outstanding common shares of the Company along with other voting shares as if the Shares of Holder were not outstanding prior to voting the Shares of Holder in favor of a triggering transaction. "Change of Control Transaction" means the occurrence after the date hereof of any of (i) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 51% of the voting securities of the Company, or (ii) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, or (iii) the Company sells or transfers all Holders based or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, or (iv) a replacement at one time or within a three year period of more than one-half of the members of the Company's board of directors which is not approved by a majority of those individuals who are members of the board of directors on their initial purchases the date hereof (or by those individuals who are serving as members of Notes the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), or (v) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iv) above. Fundamental Transaction shall include (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Subscription Agreement; provided that Company effects any voluntary conversions by reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"), then, upon any subsequent conversion of this Note, the Holder shall be applied against have the Holder’s pro rata allocationright to receive, thereby decreasing for each conversion Share that would have been issuable upon such conversion immediately prior to the aggregate occurrence of such Fundamental Transaction, the same kind and amount forcibly converted hereunder of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if only a portion it had been, immediately prior to such Fundamental Transaction, the holder of this Note is forcibly convertedone (1) share of Common Stock (the "Alternate Consideration"). For purposes of clarificationany such conversion, a Forced the determination of the Conversion Price shall be subject appropriately adjusted to all apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder's right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 4, including, without limitation, the provision requiring payment of liquidated damages 10(e) and limitations on conversions. No Forced Conversion Notice shall insuring that this Note (or any such replacement security) will be effective similarly adjusted upon any subsequent transaction analogous to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Fundamental Transaction.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the The Company may, within 1 Trading Day after at any time at the end election of the Board of Managers, cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Units, giving effect to all adjustments (if any) made pursuant to Section 4.9(b); provided that the Company may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such Threshold Periodholder of LTIP Units pursuant to Section 4.10(a). In order to exercise its right of Forced Conversion, the Company shall deliver a written notice to the Holder (a “Forced Conversion Notice” and ”) in the date such notice is delivered form attached hereto as Exhibit C to the Holder, applicable holder of LTIP Units not less than ten (10) nor more than sixty (60) days prior to the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so Date specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No A Forced Conversion Notice shall be effective provided in the manner provided in Section 13.1 and shall be revocable by the Board of Managers at any time prior to the extent it would require Forced Conversion. A conversion of Vested LTIP Units for which the holder thereof has given a Conversion in excess Notice or the Company has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such holder of LTIP Units, as of which time such holder shall be credited on the books and records of the limitations in Section 4 (c ) Company with the issuance as of the Note opening of business on the next day of the number of Units issuable upon such conversion. After the conversion of LTIP Units as aforesaid, the Company shall deliver to such holder of LTIP Units, upon his or her written request, a certificate of the Board of Managers certifying the number of Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee of any Member pursuant to Article IX may exercise the rights of such Member pursuant to this Section 4.10 and such Member shall be bound by the exercise of such rights by the Assignee.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (Effective Date, such period the “Threshold Period”), ) exceeds $1.16 6.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 daily trading volume for such Threshold Period, which Threshold Period shall have commenced only after the Effective Date, exceeds 75,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeInitial Exercise Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this Notepursuant to Section 4, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, either (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (such period the “"Threshold Period”"), equals or exceeds $1.16 0.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and ), or (ii) in excess of 200,000 shares of the Company’s Common Stock has traded 's elects to lists a class of securities on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticea national securities exchange, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s 's pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue six (6) month anniversary of September 3, 2010 (such date, the “Amendment Date” and such six (6) month anniversary of the Amendment Date, the “Amendment Date Anniversary”), if (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 5 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which 5 Trading Day period shall have commenced only after the Original Issue Amendment Date Anniversary (such period period, the “Threshold Period”), exceeds $1.16 0.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Amendment Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers average daily dollar trading volume for the Common Stock during the applicable Threshold Period equals or exceeds $50,000, the Company may, within 1 Trading Day after the end of any such the applicable Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part up to 25% of the then outstanding Principal Amount principal amount of this Note Debenture on September 3, 2010 plus, if so specified in the Forced Conversion Notice, accrued but unpaid any liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”), (ii) the VWAP during a Threshold Period exceeds $0.75 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions that occur after the Amendment Date) and the average daily dollar trading volume for the Common Stock during the applicable Threshold Period equals or exceeds $75,000, the Company, may, within 1 Trading Day after the end of the applicable Threshold Period, deliver a Forced Conversion Notice to cause the Holder to convert up to an additional 25% of the outstanding principal amount of this Debenture on September 3, 2010 plus, if so specified in the Forced Conversion Notice, any liquidated damages and other amounts owing to the Holder under this Debenture on the Forced Conversion Date and (iii) the VWAP during a Threshold Period exceeds $1.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions that occur after the Amendment Date) and the average daily dollar trading volume for the Common Stock during the Threshold Period equals or exceeds $100,000, the Company, may, within 1 Trading Day after the end of the applicable Threshold Period, deliver a Forced Conversion Notice to cause the Holder to convert up to 100% of the outstanding principal amount of this Debenture on September 3, 2010 plus, if so specified in the Forced Conversion Notice, any liquidated damages and other amounts owing to the Holder under this Debenture on the Forced Conversion Date; provided, however, that the Company shall not deliver a Forced Conversion Notice, and any delivered Forced Conversion Notice shall not be effective, within 90 days of the Forced Conversion Date of a previous Forced Conversion. The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions, as amended as of the Amendment Date, are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases outstanding principal amount of Notes pursuant to Debentures held by such Holder on the Subscription Agreement; Amendment Date, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .”

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty VWAP during any 30 consecutive Trading Day period, which thirty (6030) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which Day period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 ______2 (subject to adjustment for forward and reverse and forward stock splits, stock dividendsrecapitalizations, stock combinations dividends and other similar transactions of the Common Stock that occur like after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive average daily dollar trading volume for such Threshold Period exceeds $500,000 per Trading Days immediately prior to the issuance of the Forced Conversion Notice, Day and (iii) on the Forced Conversion Notice Date and thereafter there Holder is an effective registration statement covering not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the resale Corporation, any of its subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing ) pursuant to the Holder under this NoteSection 6, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced 22 300% of Conversion Price. Conversion Notices shall be applied ratably to all of the Holders based on their initial purchases the then outstanding shares of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly convertedPreferred Stock. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue six month anniversary of the Effective Date, (i) the closing sales price of the Company’s Common Stock Closing Price for each of the sixty (60) Trading Day during any consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)20 calendar days, which period shall have commenced only after the Original Issue Date (six month anniversary of the Effective Date, such period the (“Threshold Period”), ) exceeds $1.16 15.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 the average daily volume for such Threshold Period exceeds 100,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeOriginal Issue Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part up to 50% of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Noteinterest, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Notwithstanding anything herein to the contrary, the Company may only deliver an additional Forced Conversion Notice provided that such second Forced Conversion Notice Date is at least 13 months following the Original Issue Date and each Forced Conversion Notice is dependent on a separate Threshold Period from a prior Forced Conversion Notice. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 1.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder; provided that in the event any Forced Conversion Notice is not effective and to the extent the Company shall have issued Conversion Shares to such Holder in connection with an attempted Forced Conversion, then Holder shall promptly return any such Conversion Shares. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if At any time after 120 days following the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares Corporation may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing ) pursuant to the Holder under this NoteSection 6 (a “Forced Conversion”), it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on the third Trading Day following be the Forced Conversion Notice Date (such third Trading Daydate, the “Forced Conversion Date”), provided that the Corporation shall not deliver (i) a Forced Conversion Notice more than once in any 60 day period or (ii) a Forced Conversion Notice within 60 days of a Mandatory Conversion. The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on the Forced Conversion Notice Date through and including the later of the Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the Holders still holding shares of Preferred Stock based on their each such Holder’s initial purchases of Notes pursuant to the Subscription Agreement; Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against the Holdersuch H▇▇▇▇▇’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion less than all shares of this Note is the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations Section 6(d) on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Beneficial Ownership Limitation on conversion.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty VWAP during any 30 consecutive Trading Day period, which thirty (6030) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which Day period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 ______2 (subject to adjustment for forward and reverse and forward stock splits, stock dividendsrecapitalizations, stock combinations dividends and other similar transactions of the Common Stock that occur like after the Original Issue Date) ), and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive average daily dollar trading volume for such Threshold Period exceeds $500,000 per Trading Days immediately prior to Day, then the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing ) pursuant to the Holder under this NoteSection 6, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their initial purchases the then outstanding shares of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly convertedPreferred Stock. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced 2 300% of Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Price.

Forced Conversion. Notwithstanding anything herein to the contrary, if 158 (a) On or after the Original Issue second anniversary of the Closing Date, the Issuer may, at its option, from time to time, elect to convert (a “Forced Conversion”) a portion of the outstanding Notes into the number of shares of Common Stock issuable upon conversion pursuant to Section 10.01 (with cash in lieu of any fractional share as provided for herein) based on the Conversion Price then in effect if, and only if (i) the closing sales price Daily VWAP of the Company’s Common Stock for each has been at least 200% of the sixty Conversion Price then in effect on at least 30 Trading Days (60whether or not consecutive) in the period of 45 consecutive Trading Days ending on, and including, the Trading Day immediately prior to the issuance of preceding the Forced Conversion Notice Date, (as defined below), which period shall have commenced only after ii) the Original Issue Date (such period Issuer provides the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse Forced Conversion Notice on a Trading Day and forward stock splits, stock dividends, stock combinations and other similar transactions the Daily VWAP of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares is at least 200% of the Company’s Common Stock has traded Conversion Price in effect on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the such Forced Conversion Notice, Notice Date and (iii) a registration statement covering the resale of the shares of Common Stock issuable upon such Forced Conversion is effective and available for use by the holders of converted Notes on the Forced Conversion Notice Date and thereafter there is an effective the Issuer in good faith expects such registration statement covering to remain effective and available for such purpose, without any blackout on the resale use thereof (any period when a blackout is in effect, a “Blackout Period”), for a period of at least 20 days after the Forced Conversion Date, provided, that, in the event that the Issuer provides written notice of any Forced Conversion that would be effective but for the fact that the date of such written notice falls within any Blackout Period, such Forced Conversion shall only be effective if (A) the Daily VWAP of the Common Stock is at least 200% of the Conversion Shares or Price then in effect on each of the first two Trading Days immediately following the last day of such Blackout Period, (B) the Issuer provides written confirmation of such Forced Conversion Shares on the second such Trading Day to all holders of the Notes and (C) the foregoing clause (iii) is satisfied on such second Trading Day, and in such event such second Trading Day shall be deemed the Forced Conversion Notice Date. Notwithstanding anything to the contrary herein, the Issuer shall not be permitted to exercise the Forced Conversion right at any one time with respect to a principal amount of Notes exceeding 25% of the aggregate original principal amount of all Initial Notes, First Amendment Notes and Delayed Draw Notes, if any, that have been issued hereunder (in each case, plus the amount of any interest thereon that has been capitalized thereon), and if the Issuer exercises the Forced Conversion right on any Trading Day, the Issuer may be not exercise the Forced Conversion right again until the Trading Day immediately resold following the date on which the shares of Common Stock issuable in accordance connection with the provisions of Rule 144 ,former Forced Conversion have been delivered to the applicable Purchasers. (ivb) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers In order for the Common Stock the Company may, within 1 Trading Day after the end Issuer to exercise its right to elect a Forced Conversion of any such Threshold Periodportion of the outstanding Notes pursuant to this Section 10.02, deliver a the Issuer shall give written notice to (the Holder (a “Forced Conversion Notice” and ”) to all holders of the Notes on a Trading Day (the date of such notice is delivered to the Holdernotice, the “Forced Conversion Notice Date”) stating that the Issuer elects to cause the Holder to convert all or part force conversion of such portion of the then outstanding Principal Amount Notes pursuant to this Section 10.02 and shall state therein (i) the outstanding principal amount of this Note plussuch Purchaser’s Notes to be converted, if so specified in (ii) the Conversion Price on the Forced Conversion Notice, accrued but unpaid liquidated damages Notice Date and other amounts owing (iii) the Issuer’s computation of the number of shares of Common Stock (together with cash in lieu of any fractional share) to be received by the Holder under this Note, it being agreed that Purchaser. The Issuer shall deliver the “shares of Common Stock (together with cash in lieu of any fractional share) issuable upon any Forced Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day immediately following the applicable Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any For the avoidance of doubt, the exercise by the Issuer of its Forced Conversion right shall not limit or otherwise affect the right of any holder to convert all or any portion of its Notes at any time prior to the Forced Conversion Date. The Forced Conversion Notice Date with respect to any Forced Conversion shall be applied ratably deemed to all Holders based on their initial purchases of Notes be the Conversion Date with respect to such Forced Conversion. (c) Any Forced Conversion pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder this Section 10.02 shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of made in compliance with the provisions of Section 4, including, without limitation, 10.03 and the provision requiring payment other applicable provisions of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note this Article 10.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 4.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third thirtieth Trading Day following the Forced Conversion Notice Date (such third thirtieth Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .