Common use of Forced Conversion Clause in Contracts

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the effective date of the Registration Statement, each of the VWAPs for any 20 consecutive Trading Days (such period commencing only after such effective date, such period the “Threshold Period”)) exceeds $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 of this note), the Company may, at any time after the fifth (5th) Trading Day after the end of any such 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 this Note at the then current Conversion Price (a “Forced Conversion”). The Company may only effect a Forced Conversion Notice if all of the conditions specified in Subsection (b) below are met through the applicable Threshold Period until the date of the applicable Forced Conversion 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 Purchase Agreement or in the Additional Note and Warrant Financing.

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the effective date 12 month anniversary of the Registration StatementClosing Date, each of the VWAPs Closing Prices for the Common Stock for any 20 30 consecutive Trading Days (such period commencing only after such effective datethe one year anniversary of the Closing Date, such period the “Threshold Period”)) exceeds $0.375 3.14 (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 of this noteOriginal Issue Date), the Company may, at any time after the fifth (5th) within 1 Trading Day after of the end of any such 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 this Note at the then current Conversion Price (a “Forced Conversion”)Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the conditions specified in Subsection (b) below Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion 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 Debentures pursuant to the Purchase Agreement or in Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the Additional Note provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and Warrant Financinglimitations on conversions.

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the effective date of the Registration Statement, each of the VWAPs for any 20 consecutive Trading Days (such period commencing only after such effective date, such period the “"Threshold Period”")) exceeds $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 of this note), the Company may, at any time after the fifth (5th) Trading Day after the end of any such 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 this Note at the then current Conversion Price (a “"Forced Conversion”"). The Company may only effect a Forced Conversion Notice if all of the conditions specified in Subsection (b) below are met through the applicable Threshold Period until the date of the applicable Forced Conversion 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 Purchase Agreement or in the Additional Note and Warrant Financing.

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the effective date later of the Registration Statementdate that Shareholder Approval is obtained and deemed effective and the Effective Date, each of the VWAPs for any 20 consecutive Trading Days (such period commencing only after such the later of the date Shareholder Approval is obtained and deemed effective dateand the Effective Date, such period the “Threshold Period”)) exceeds $0.375 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 of this noteOriginal Issue Date), the Company may, at any time after the fifth (5th) within 1 Trading Day after of the end of any such 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 this Note at the then current Conversion Price (a “Forced Conversion”)Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the conditions specified in Subsection (b) below Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion 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 Debentures pursuant to the Purchase Agreement or in Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the Additional Note provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and Warrant Financinglimitations on conversions.

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the effective date of the Registration StatementEffective Date, (i) each of the VWAPs for any 20 consecutive Trading Days (such period commencing only after such effective datethe Effective Date, such period the “"Threshold Period”")) exceeds $0.375 3.50 (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 Original Issue Date) and (ii) the daily trading volume on the Trading Market for each Trading Day during such Threshold Period exceeds 75,000 shares of this noteCommon Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Original Issue Date), the Company may, at any time after the fifth (5th) within 1 Trading Day after of the end of any such 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 this Note at the then current Conversion Price (a “Forced Conversion”)Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the conditions specified in Subsection (b) below Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion 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 Debentures pursuant to the Purchase Agreement or in Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the Additional Note provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and Warrant Financinglimitations on conversions.

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the effective date 180th day anniversary of the Registration Statement, Effective Date (A) the VWAP for each of the VWAPs for any 20 consecutive Trading Days (such "Threshold Period"), which 20 consecutive Trading Day period commencing shall have commenced only after such effective datethe Effective Date, such period the “Threshold Period”)) exceeds $0.375 (subject to adjustment 2.00, adjusted for reverse and forward any stock splits, stock dividendsreverse splits and the like occurring after the Original Issue Date, stock combinations or (B) at any time, the Company completes a public offering of Common Stock with (1) aggregate proceeds equal to or greater than $20,000,000 and other similar transactions (2) a price per share of the Common Stock that occur equal to or greater than $2.00, adjusted for any stock splits, reverse splits and the like occurring after the original issue date of this note)Original Issue Date, the Company may, at any time within 2 Trading Days after the fifth (5th) Trading Day after the end of any such periodThreshold Period, deliver a notice to the Holder all Holders (a “"Forced Conversion Notice” " and the date such notice is received by the HolderHolders, the “"Forced Conversion Notice Date”") to cause the Holder Holders to immediately convert all or part of the then outstanding principal amount of this Note at Debentures pursuant to Section 4(a) and the then current Holders shall surrender (if the principal amount of the Debenture is no longer outstanding) their respective Debenture to the Company for conversion within 10 Trading Days of the Forced Conversion Price (a “Forced Conversion”)Notice Date. The Company may only effect a Forced Conversion Notice if all of the conditions specified in Subsection (b) below are Equity Conditions have been met during the Threshold Period through the applicable Threshold Period until the date of the applicable Forced Conversion and through and including the date such shares of Common Stock are issued to the HolderNotice Date. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on the initial principal amount of their initial purchases of Notes Debenture pursuant to the Purchase Agreement or in the Additional Note and Warrant FinancingAgreement.

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the effective date 12 month anniversary of the Registration StatementClosing Date, each of the VWAPs Closing Prices for the Common Stock for any 20 30 consecutive Trading Days (such period commencing only after such effective datethe one year anniversary of the Closing Date, such period the “Threshold Period”)) exceeds $0.375 6.575 (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 of this noteOriginal Issue Date), the Company may, at any time after the fifth (5th) within 1 Trading Day after of the end of any such 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 this Note at the then current Conversion Price (a “Forced Conversion”)Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the conditions specified in Subsection (b) below Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion 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 Debentures pursuant to the Purchase Agreement or in Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the Additional Note provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and Warrant Financinglimitations on conversions.

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the effective date later of the Registration StatementShareholder Approval Date (as defined in the Purchase Agreement) and the Effective Date, each of the VWAPs for any 20 30 consecutive Trading Days (such period commencing only after such effective datethe later of the Shareholder Approval Date and the Effective Date, such period the “"Threshold Period”")) exceeds $0.375 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 of this noteOriginal Issue Date), the Company may, at any time after the fifth (5th) within 1 Trading Day after of the end of any such 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 this Note at the then current Conversion Price (a “Forced Conversion”Debentures pursuant to Section 4(a). The Company may only effect a Forced Conversion Notice if all of the conditions specified in Subsection (b) below Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion 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 Debentures pursuant to the Purchase Agreement or in the Additional Note and Warrant FinancingAgreement.