Common use of Interest Rate Adjustment Clause in Contracts

Interest Rate Adjustment. The Interest Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a “Determination Date”) and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower’s common stock underlying each of the conversion of the Note and that certain warrant issued to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), and (ii) the market price (the “Market Price”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) the Borrower shall not have registered the shares of the Borrower’s common stock underlying the conversion of the Note and that certain warrant issued to Laurus on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a “"Determination Date”) and shall be subject to adjustment as set forth herein"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "Securities Act"), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of the this Note and that certain warrant the exercise of the Warrant issued to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “"SEC”"), and (ii) the market price (the “"Market Price”") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%2.0%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If on any Determination Date (i) the Borrower shall not have registered under the Securities Act the shares of the Borrower’s common stock Common Stock underlying the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the SEC and which remains or the Borrower shall have registered such shares under the Securities Act but on such Determination Date the related registration statement is not effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market Principal Market for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a “Determination Date”) and shall be subject to adjustment as set forth hereinadjustment. If (i) the Borrower shall have registered the shares of the Borrower’s common stock Ordinary Shares underlying each of the conversion of the Note and that certain warrant issued to Laurus the Holder (the “Warrant”) on a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), and (ii) the market average closing price (the “Market Price”) of the Common Stock Ordinary Shares as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the any five (5) consecutive trading days during the fifteen (15) days immediately preceding a Determination Date Date, exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%)Price, then the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%2.0%) for each incremental twenty five percent (25%) increase in the Market Price market price of the Common Stock Ordinary Shares above the then applicable Fixed Conversion Price. If (i) the Borrower shall not have registered the shares of the Borrower’s common stock Ordinary Shares underlying the conversion of the Note and that certain warrant issued to Laurus the Warrant on a registration statement declared effective by the SEC and which remains effectiveSEC, and (ii) the Market Price average closing price of the Common Stock Ordinary Shares as reported by Bloomberg, L.P. on the principal market Principal Market (as defined below) for the any five (5) consecutive trading days during the fifteen (15) days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%)Price, then the Interest Rate for the succeeding calendar month shall automatically be decreased reduced by 100 basis points (100 b.p.) (1.0.%1.0%) for each incremental twenty five percent (25%) increase in the Market Price market price of the Common Stock Ordinary Shares above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a “Determination Date”) and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower’s common stock underlying each of the conversion of the Note and that certain warrant issued to Laurus Holder on a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), and (ii) the market price (the “Market Price”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) the Borrower shall not have registered the shares of the Borrower’s common stock underlying the conversion of the Note and that certain warrant issued to Laurus Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a “Determination Date”) and shall be subject to adjustment as set forth herein"DETERMINATION DATE"). If (i) on any Determination Date the Borrower Company shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of the this Note and that certain warrant the exercise of the Warrant issued to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “"SEC”"), and (ii) the market price (the “Market Price”"MARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) Price if the Borrower Company shall not have registered listed the shares of Common Stock underlying each of the Borrower’s common stock conversion of this Note and the exercise of the Warrant on the American Stock Exchange, the Nasdaq SmallCap Market or the Nasdaq National Market for trading on such any such exchange. If on any Determination Date the Company shall have registered under the Securities Act the shares of Common Stock underlying the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the SEC and which remains effectiveSEC, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market NASD Over the Counter Bulletin Board for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a “"Determination Date”) and shall be subject to adjustment as set forth herein"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of the this Note and that certain warrant the exercise of the Warrant issued to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “"SEC”"), and (ii) the market price (the “"Market Price”") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If on any Determination Date (i) the Borrower shall not have registered under the Securities Act the shares of the Borrower’s common stock Common Stock underlying the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the SEC and which remains or the Borrower shall have registered such shares under the Securities Act but on such Determination Date the related registration statement is not effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market Principal Market for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a “Determination Date”) and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower’s common stock underlying each of the conversion of the Note and that certain warrant issued to Laurus Holder on a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), and (ii) the market price (the “Market Price”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%2.0%) per annum for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) the Borrower shall not have registered the shares of the Borrower’s common stock underlying the conversion of the Note and that certain warrant issued to Laurus Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%1.0%) per annum for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a “"Determination Date”") and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower’s 's common stock underlying each of the conversion of the Note and that certain warrant issued to Laurus Holder on a registration statement declared effective by the Securities and Exchange Commission (the “"SEC”"), and (ii) the market price (the “"Market Price”") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%2.0%) per annum for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) the Borrower shall not have registered the shares of the Borrower’s 's common stock underlying the conversion of the Note and that certain warrant issued to Laurus Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%1.0%) per annum for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a “"Determination Date”) and shall be subject to adjustment as set forth herein"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of the this Note and that certain warrant the exercise of the Warrant issued to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “"SEC”"), and (ii) the market price (the “"Market Price”") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If on any Determination Date (i) the Borrower shall not have registered under the Securities Act the shares of the Borrower’s common stock Common Stock underlying the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the SEC and which remains or the Borrower shall have registered such shares under the Securities Act but on such Determination Date the related registration statement is not effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market Principal Market for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), (i) if on any Determination Date the Market Price of the Common Stock for the five (5) consecutive trading days immediately preceding such Determination Date is below the then Fixed Conversion Price, the Interest Rate for the next succeeding month will be equal to the "prime rate" published in The Wall Street Journal from time to time plus one percent (1%) and (ii) in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a “Determination Date”) and shall be subject to adjustment as set forth herein). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the “Securities Act”), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of the this Note and that certain warrant the exercise of the Warrant issued to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), and (ii) the market price (the “Market Price”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If on any Determination Date (i) the Borrower shall not have registered under the Securities Act the shares of the Borrower’s common stock Common Stock underlying the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the SEC and which remains or the Borrower shall have registered such shares under the Securities Act but on such Determination Date the related registration statement is not effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market Principal Market for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a “"Determination Date”) and shall be subject to adjustment as set forth herein"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "Securities Act"), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of the this Note and that certain warrant the exercise of the Warrant issued to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “"SEC”"), and (ii) the market price (the “"Market Price”") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five ten (510) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If on any Determination Date (i) the Borrower shall not have registered under the Securities Act the shares of the Borrower’s common stock Common Stock underlying the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the SEC and which remains or the Borrower shall have registered such shares under the Securities Act but on such Determination Date the related registration statement is not effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market Principal Market for the five ten (510) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a “"Determination Date”) and shall be subject to adjustment as set forth herein"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of the this Note and that certain warrant the exercise of the Warrant issued to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “"SEC”"), and (ii) the market price (the “"Market Price”") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 100 basis points (200 100 b.p.) (2.0.%1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If on any Determination Date (i) the Borrower shall not have registered under the Securities Act the shares of the Borrower’s common stock Common Stock underlying the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the SEC and which remains or the Borrower shall have registered such shares under the Securities Act but on such Determination Date the related registration statement is not effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market Principal Market for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a “"Determination Date”) and shall be subject to adjustment as set forth herein"). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the "Securities Act"), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of the this Note and that certain warrant the exercise of the Warrant issued to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “"SEC”"), and (ii) the market price (the “"Market Price”") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If on any Determination Date (i) the Borrower shall not have registered under the Securities Act the shares of the Borrower’s common stock Common Stock underlying the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the SEC and which remains or the Borrower shall have registered such shares under the Securities Act but on such Determination Date the related registration statement is not effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market Principal Market for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a “Determination Date”) and shall be subject to adjustment as set forth herein). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the “Securities Act”), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), (ii) the Common Stock is listed on the NASDAQ SmallCap Market, NASDAQ National Market System, or the American Stock Exchange and (iiiii) the market price (the “Market Price”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for each day of the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock by twenty-five (25%) above the then applicable Fixed Conversion Price. If on any Determination Date (i) the Borrower shall not have registered under the Securities Act the shares of the Borrower’s common stock Common Stock underlying the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the SEC and which remains effectiveSEC, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market Principal Market for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for each day of the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock by twenty-five (25%) above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated on the last business day of each month hereafter until the Maturity Date (each a “Determination Date”) and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered the shares of the Borrower’s common stock underlying each of the conversion of the Note and that certain warrant issued to Laurus Holder on a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), and (ii) the market price (the “Market Price”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) the Borrower shall not have registered the shares of the Borrower’s common stock underlying the conversion of the Note and that certain warrant issued to Laurus Holder on a registration statement declared effective by the SEC and which remains effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the five (5) trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), if the Market Price of the Common Stock for the five (5) trading days immediately preceding the start of any such month is below the then Fixed Conversion Price, the Interest Rate for any such month will be reset to the “prime rate” published in The Wall Street Journal from time to time plus two and one-half percent (2.5%) and in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated If on the last business day of each month hereafter until the Maturity Date (each a “Determination Date”) and shall be subject to adjustment as set forth herein. If (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the “Securities Act”), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of any portion of the principal balance of this Note (together with any interest and that certain warrant issued fees related thereto) and the exercise of the Warrant, pursuant to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), and (ii) the market price (the “Market Price”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five twenty (520) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If on any Determination Date (i) the Borrower shall not have registered under the Securities Act the shares of the Borrower’s common stock Common Stock underlying each of the conversion of any portion of the principal balance of this Note (together with any interest and that certain warrant issued fees related thereto) and the exercise of the Warrant, pursuant to Laurus on a registration statement declared effective by the SEC and which remains or the Borrower shall have registered such shares under the Securities Act but on such Determination Date the related registration statement is not effective, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market Principal Market for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).

Interest Rate Adjustment. The Interest Rate shall be calculated subject to adjustment on the last business day of each month hereafter until the Maturity Date (each a “"Determination Date”) and shall be subject to adjustment as set forth herein"). If (i) on any Determination Date the Borrower Company shall have registered under the Securities Act of 1933, as amended (the "Securities Act"), the shares of the Borrower’s common stock Common Stock underlying each of the conversion of the this Note and that certain warrant the exercise of the Warrant issued to Laurus on a registration statement declared effective by the Securities and Exchange Commission (the “"SEC”"), and (ii) the market price (the “"Market Price”") of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. If (i) Price if the Borrower Company shall not have registered listed the shares of Common Stock underlying each of the Borrower’s common stock conversion of this Note and the exercise of the Warrant on the American Stock Exchange, the Nasdaq SmallCap Market or the Nasdaq National Market for trading on such any such exchange. If on any Determination Date the Company shall have registered under the Securities Act the shares of Common Stock underlying the conversion of the this Note and that certain warrant issued to Laurus the exercise of the Warrant on a registration statement declared effective by the SEC and which remains effectiveSEC, and (ii) the Market Price of the Common Stock as reported by Bloomberg, L.P. on the principal market NASD Over the Counter Bulletin Board for the five (5) consecutive trading days immediately preceding a such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental twenty five percent (25%) increase in the Market Price of the Common Stock above the then applicable Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).