Common use of Voluntary Conversion Clause in Contracts

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note together with any accrued interest shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount and accrued interest of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofconversion(s).

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture (including principal and accrued but unpaid interest on any principal being converted, if any) shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount (and any accrued interest) of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture (and accrued interest thereon, if applicable) in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 one (1) Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. Notwithstanding any provision in this Debenture to the contrary, the Company will not be required to effect any conversion of this Debenture to the extent any such conversion would result in the Company effecting aggregate conversions of principal and accrued interest on this Debenture in an amount greater than the Note Balance.

Voluntary Conversion. At any time after consummation of a Liquidity Event and until all Obligations are paid in full, the Original Issue Date until this Debenture is no longer outstanding, this Debenture Obligations shall be convertible convertible, in whole or in part, into shares of Common Stock of any applicable Issuer at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof); the foregoing right is sometimes referred to as the Conversion Option and the exercise of the right is sometimes referred to as a “Conversion” or “Conversions”, as applicable). The Holder shall effect conversions Conversions by delivering to the Company Borrowers a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures the Obligations to be converted and the date on which such conversion is to Conversion shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided actually delivered hereunder. To effect conversions Conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company Borrowers unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has Obligations have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Obligations in an amount equal to the applicable conversionConversion. The Holder and the Company Issuer shall maintain records showing the principal amount amount(s) converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofConversion(s).

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 2 Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s) and shall make appropriate notations on the Conversion Schedule attached hereto as Schedule 1. The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted converted, accrued but unpaid interest thereon (whether paid in cash or Interest Conversion Shares) and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 one (1) Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date and until this Debenture is no longer outstandingpayment hereof in full (including interest), this Debenture Note shall be convertible into shares of Common Stock Note Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures Notes and interest thereon to be converted and the date on which such conversion is to be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided received hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures Notes to the Company unless the entire principal amount of this Debenture Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 promptly, but in no event later than 2 Business Day Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note and any accrued but unpaid interest thereon to be converted and the future date (which may be the same date as the date such notice is deemed effective pursuant to Section 8(a)) on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such noticeconversion(s). In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 two (2) Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex ANNEX A (a "Notice of ConversionNOTICE OF CONVERSION"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion DateCONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after and from time to time, commencing on the Original Issue Date until this Debenture Note is no longer outstanding, the principal (and interest accrued thereon) under this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)time. The Holder shall effect conversions by delivering to the Company the form of a Notice of Conversion attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note and/or any other amounts due under this Note to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required so long as the shares to be issued pursuant thereto are to be registered in the name of the holder of the Note. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture plus Note, all accrued and unpaid interest thereon has and all other amounts due under this Note have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a conversion schedule showing the principal amount amount(s) and/or any other amounts due under this Note converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofconversion(s).

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (such date, or the date of a "mandatory conversion pursuant to Section 4(d), the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided actually delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus has been so converted and all accrued and but unpaid interest thereon has been so convertedpaid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided actually delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 one Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraphparagraph and those provisions contained in Section 2(d), following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a notice of conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s), which records shall be reconciled by the Company and the Holder in writing (by facsimile, e-mail or other written form) after each such conversion. The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $0.695 subject to adjustment herein (the "Conversion Price").

Voluntary Conversion. At any time after the Original Issue Release Date and until this Debenture the Note is no longer outstanding, this Debenture the Note shall be convertible convertible, in whole or in part, into shares of Common Stock (the “Conversion Shares”) at the option of the Holder, in whole or in part at any time and from time to time Holder (subject to the conversion limitations on conversion set forth in Section 4(c4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so convertedconverted or paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 two (2) Business Day Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures Notes to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures Notes to the Company unless the entire principal amount of this Debenture Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 3 Business Day Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof. However, at the Company's request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be issued to Holder.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 one (1) Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancyHolder, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, assignee by acceptance of this DebentureNote, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. Once delivered, the Notice of Conversion shall be irrevocable, unless provided otherwise by the Company in its sole discretion or as provided in Section 4(d)(iii). To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture has been so converted plus all accrued and unpaid interest thereon has been so convertedpaid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after During the Original Issue Date until this Debenture is no longer outstandingConversion Period (as may be extended pursuant to the terms of the Subscription Agreement), this Debenture Note shall be convertible (pursuant to Section 1.2 and 1.3 of the Subscription Agreement), in whole or in part, into shares of Common Stock Units at the option of the Holder, in whole or in part at any time and from time to time (subject to time, at the limitations on conversion set forth in Section 4(c) hereof)applicable Conversion Price. The Holder shall effect conversions by delivering to the Company the form of a Notice of Conversion Conversion, the forms of which is attached hereto as Annex A for conversion into the Units (a "Notice of Conversion"), specifying therein the principal amount Principal Amount of Debentures this Note and accrued interest, if any, to be converted converted, and the date on which such conversion is to shall be effected (a such date, the "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount Principal Amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the Units otherwise pursuant to the terms of this Note. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount Principal Amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 five (5) Business Day Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversionamount being converted. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 three Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a notice of conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s), which records shall be reconciled by the Company and the Holder in writing (by facsimile, e-mail or other written form) after each such conversion. The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus has been so converted and all accrued and but unpaid interest thereon has been so convertedpaid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain detailed and accurate records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 2 Business Day Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At Subject to the terms hereof and restrictions and limitations contained herein, at any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided actually delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 2 Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c7(d) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures Notes to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures Notes to the Company unless the entire principal amount of this Debenture Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 3 Business Day Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof. However, at the Company's request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be issued to Holder.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, the principal of this Debenture Note and any accrued interest thereon shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part Holder at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversionprincipal amount converted. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 two (2) Business Day Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraphSection 4(a), following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”), provided that such date is on or after the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, or the stated conversion date is prior to date of delivery of the Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error; provided, however, in the event of a dispute the Company shall deliver Conversion Shares to the extent that no dispute exists and in the event that the Company is later proved to be in error the Holder shall have the right to seek all remedies hereunder retroactive to the Conversion Date. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversionsCompany. The Company shall may deliver any an objection to any Notice of Conversion within 1 two (2) Business Day Days of receipt delivery of such noticeNotice of Conversion. In no event shall the event Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any dispute other security of the Company subject to a limitation on conversion or discrepancyexercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the records Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. No conversions by the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason made within less than three (3) months of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofprior conversion.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (such date, a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. Once delivered, the Notice of Conversion shall be irrevocable, unless provided otherwise by the Company in its sole discretion or as provided in Section 4(d)(iii). To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 2 Business Day Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after between the Original Issue original Issuance Date until this Debenture is no longer outstandingand the Maturity Date unless previously repaid by the Company or converted into the Common Stock of the Company, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the any limitations on conversion set forth in Section 4(c) hereofconversion). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex Exhibit A (a "“Notice of Conversion"”), specifying therein the principal amount Principal Amount and interest of Debentures this Debenture to be converted and the date on which such conversion is to be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount Principal Amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Debenture in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount Principal ▇▇▇▇▇▇ converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount Principal Amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 2 Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after consummation of a Liquidity Event and until all Obligations are paid in full, the Original Issue Date until this Debenture is no longer outstanding, this Debenture Obligations shall be convertible convertible, in whole or in part, into shares of Common Stock of any applicable Issuer at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof); the foregoing right is sometimes referred to as the Conversion Option and the exercise of the right is sometimes referred to as a “Conversion” or “Conversions”, as applicable. The Holder shall effect conversions Conversions by delivering to the Company Borrowers a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures the Obligations to be converted and the date on which such conversion is to Conversion shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided actually delivered hereunder. To effect conversions Conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company Borrowers unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has Obligations have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Obligations in an amount equal to the applicable conversionConversion. The Holder and the Company Issuer shall maintain records showing the principal amount amount(s) converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofConversion(s).

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 2 Business Day Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock the Series B Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c5(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Note and any accrued but unpaid interest thereon to be converted and the future date (which may be the same date as the date such notice is deemed effective pursuant to Section 8(a) hereof) on which such conversion is to shall be effected (a such date, the "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such noticeconversion(s). In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraphSection 5(a), following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 one (1) Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date Authorized Share Approval until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon Debenture, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 2 Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 one (1) Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 two (2) Business Day Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after After the Original Issue Date until this Debenture is no longer outstandingthe Matruity Date, this Debenture Note shall be convertible convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock Conversion Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and in each conversion, the date of such conversionseach conversion, and the Conversion Price in effect at the time of each conversion. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancyHolder, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex ANNEX A (a "Notice of ConversionNOTICE OF CONVERSION"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "Conversion DateCONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 2 Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assigneeTHE HOLDER, by acceptance of this DebentureAND ANY ASSIGNEE BY ACCEPTANCE OF THIS DEBENTURE, acknowledge and agree thatACKNOWLEDGE AND AGREE THAT, by reason of the provisions of this paragraphBY REASON OF THE PROVISIONS OF THIS PARAGRAPH, following conversion of a portion of this DebentureFOLLOWING CONVERSION OF A PORTION OF THIS DEBENTURE, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofTHE UNPAID AND UNCONVERTED PRINCIPAL AMOUNT OF THIS DEBENTURE MAY BE LESS THAN THE AMOUNT STATED ON THE FACE HEREOF.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering reducing the outstanding principal amount of this Debenture in Note by an amount equal to the applicable conversionprincipal amount of this Note that has been so converted. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 two (2) Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c4(c)(i) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex ANNEX A (a "Notice of ConversionNOTICE OF CONVERSION"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion DateCONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date Authorized Share Approval until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount exercise is the final exercise of this Debenture plus all accrued and unpaid interest thereon has been so convertedconversion rights hereunder. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 2 Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures Notes to be converted and the date on which such conversion is to be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures Notes to the Company unless the entire principal amount of this Debenture Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 3 Business Day Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be issued to Holder.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 3 Business Day Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock the Series B Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c5(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note and any accrued but unpaid interest thereon to be converted and the future date (which may be the same date as the date such notice is deemed effective pursuant to Section 8(a) hereof) on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such noticeconversion(s). In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraphSection 5a), following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the 120th day following the Original Issue Date and until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Shareholder Approval Date (as defined in the Purchase Agreement), until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A A (a "" Notice of Conversion"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the Business Day immediately following the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 2 Business Day Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assigneeTHE HOLDER AND ANY ASSIGNEE, by acceptance of this DebentureBY ACCEPTANCE OF THIS DEBENTURE, acknowledge and agree thatACKNOWLEDGE AND AGREE THAT, by reason of the provisions of this paragraphBY REASON OF THE PROVISIONS OF THIS PARAGRAPH, following conversion of a portion of this DebentureFOLLOWING CONVERSION OF A PORTION OF THIS DEBENTURE, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofTHE UNPAID AND UNCONVERTED PRINCIPAL AMOUNT OF THIS DEBENTURE MAY BE LESS THAN THE AMOUNT STATED ON THE FACE HEREOF.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancyHolder, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date and until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock Units at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 5 Business Day Days of receipt deemed delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so convertedconverted or paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Two (2) Business Day Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofConversion.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole and not in part, into shares of Common Stock Units at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversionsCompany. The Company shall may deliver any an objection to any Notice of Conversion within 1 two (2) Business Day Days of receipt delivery of such noticeNotice of Conversion. In H▇▇▇▇▇ agrees and acknowledges that upon written consent of the event of any dispute or discrepancyCompany and the Requisite Holders, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted aggregate principal amount of all the outstanding Notes, including this Debenture may Note, shall convert into Common Units at the Conversion Price. For clarity, such consent by the Requisite Holders shall be less than the amount stated on the face hereofbinding upon all Holders.

Voluntary Conversion. At any time after the Original Issue Date of Issuance set forth on the first page hereof until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon Debenture, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 2 Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so convertedDebenture. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 2 Business Day Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assigneeTHE HOLDER AND ANY ASSIGNEE, by acceptance of this DebentureBY ACCEPTANCE OF THIS DEBENTURE, acknowledge and agree thatACKNOWLEDGE AND AGREE THAT, by reason of the provisions of this paragraphBY REASON OF THE PROVISIONS OF THIS PARAGRAPH, following conversion of a portion of this DebentureFOLLOWING CONVERSION OF A PORTION OF THIS DEBENTURE, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofTHE UNPAID AND UNCONVERTED PRINCIPAL AMOUNT OF THIS DEBENTURE MAY BE LESS THAN THE AMOUNT STATED ON THE FACE HEREOF.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex ANNEX A (a "Notice of ConversionNOTICE OF CONVERSION"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion DateCONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 two (2) Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At The Holder may convert all or any time after portion of the Original Issue Date until this Debenture is no longer outstandingoutstanding unpaid principal balance, this Debenture shall be convertible any accrued interest and any other sums due and payable hereunder or under the NPA into shares of Common Stock common stock of the Company ("Conversion Shares") at any time at the option discretion of the Holder, or any of the Holders as to its portion of the Loan Amount, at a price equal to the lower of (i) $0.15 cents per share (ii) or the average of the closing bid price of the Company's common stock taken over the twenty trading days prior to conversion provided that (iii) upon any sale and issuance by the Company of common stock, or a security that is convertible into common stock, at a price lower than a net receipt to the Company of $0.15 per share (the "Down Round Price"), the Conversion Price per share shall be adjusted to the Down Round Price subject to Holder's providing to the Company a written notice of binding intent to convert the Notes in whole or in part at any time and the Down Round Price no later than ten (10) trading days following the Holder's written receipt from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company of the form of Notice of Conversion attached hereto as Annex A Down Round Price (a the "Notice of Mandatory Down Round Conversion"), specifying therein provided further the principal amount (A) Holder also shall have received notice of Debentures intent from the Company of its intent to be converted sell securities at the Down Round Price (the "Down Round Notice") and (B) Holder is given the date on which such conversion is opportunity within the ten (10) days following receipt of the Down Round Notice to be effected (a "Conversion Date")purchase up to one half of the securities being offered by the Company at the Down Round Price. If no Conversion Date is specified in a Notice the Company does not comply with the provisions of Conversion2(a)(iii) hereof, Holder shall nevertheless retain its right to convert this Note at the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder Down Round Price but shall not be required obligated to physically surrender Debentures to effect the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversionMandatory Down Round Conversion. The Holder conversion price of the Notes will be further subject to proportional adjustment for stock splits, reverse stock splits or combinations of shares, stock dividends, and the Company like Holder shall maintain records showing submit a conversion notice (in the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancyform attached hereto as Exhibit "A", the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof"Conversion Notice").

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c5(d) hereof). The Holder shall effect conversions by delivering to the Company Borrower a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "Notice of Conversion"), specifying therein the principal amount of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a such date, the "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company Borrower unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company Borrower shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall Borrower may deliver any an objection to any Notice of Conversion within 1 one (1) Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after or from time to time commencing (i) on the Original Issue Date until 60th day following the Issuance Date, the holder of this Debenture is no longer outstandingNote may elect to convert up to thirty three and one-third (33-1/3 %) percent of the original principal amount of this Note, (ii) an additional thirty three and one-third (33-1/3%) percent of the original principal amount of this Debenture shall Note may be convertible converted every thirty (30) days thereafter and (iii) on the 120th day following the Issuance Date, the holder of this Note may elect to convert one hundred (100%) percent of the original principal amount of this Note, into shares of Common Stock at the option of the HolderCompany, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering written notice given to the Company in accordance with the form provisions of Notice Section 5(h) hereof (the "Conversion Notice"). In no event may the holder of Conversion attached hereto as Annex A this Note effect a conversion of less than $5,000 principal amount of this Note. Subject to the foregoing, the holder of this Note may elect to convert (a "Notice of Voluntary Conversion"), specifying therein ) all or any portion of the principal amount of Debentures this Note held by such person into a number of fully paid and nonassessable shares of Common Stock equal to the quotient which results when the Conversion Price (as defined below) in effect as of the date of the Conversion Notice is divided into the aggregate principal amount of all or any portion of this Note outstanding plus all accrued but unpaid interest thereof to be so converted. Such right of Voluntary Conversion shall be effected by the surrender of the Note to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless within five (5) business days of transmission of the entire principal amount Conversion Notice at the office of this Debenture plus all accrued and unpaid interest thereon has been the Company, accompanied (i) by the original Conversion Notice, (ii) if so converted. Conversions hereunder shall have required by the effect Company, by instruments of lowering the outstanding principal amount of this Debenture transfer, in an amount equal form satisfactory to the applicable conversion. The Holder Company, duly executed by the registered holder or by his duly authorized attorney and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection (iii) transfer tax stamps or funds therefore, if required pursuant to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereofSection 5(g) herein.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)). The Holder shall effect conversions by delivering to the Company Issuer and from and after the Consolidation Date, the Company, the form of Notice of Conversion attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company Issuer unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company Issuer shall maintain records showing the principal amount converted and the date of such conversions. The Company Issuer and from and after the Consolidation Date, the Company, shall deliver any objection to any Notice of Conversion within 1 one Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder Issuer shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraphSection 4(a), following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after 120 days of the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture shall Note may be convertible converted, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a notice of conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such noticeconversion(s). In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex ANNEX A (a "Notice of ConversionNOTICE OF CONVERSION"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to be effected (a "Conversion DateCONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 2 Business Day Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "Notice of Conversion"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date and subject to the receipt by the Company of the Authorized Share Approval (as defined in the October 2008 Purchase Agreement) and until this Debenture is no longer outstanding, (when used in this Debenture “no longer outstanding” shall include the Debentures being paid in full or fully converted), this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount Principal Amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount Principal Amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount Principal Amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount Principal Amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock Ordinary Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company and the Transfer Agent a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected effected, which shall not be earlier than the date of delivery of the Notice of Conversion (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s) in substantially the form attached hereto as Schedule 1. The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex ANNEX A (a "Notice of ConversionNOTICE OF CONVERSION"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to be effected (a "Conversion DateCONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible into shares of Common Stock Stock, at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures to be converted and the date on which such conversion is to be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. However, the Conversion Date shall not be a date that is earlier than the date of receipt of the Notice of Conversion by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount and/or accrued interest amounts converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 one (1) Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time, and from time after the Original Issue Date to time, until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock (subject to the conversion limitations set forth in Section 4(d) hereof) at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(c) hereof)Holder as provided herein. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 1 Business Day of receipt of such noticeconversion(s). In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "“Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 3 Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture Note is no longer outstanding, this Debenture Note shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part Holder at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Note to be converted and the date on which such conversion is to shall be effected (a "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Note to the Company unless the entire principal amount of this Debenture Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this DebentureNote, the unpaid and unconverted principal amount of this Debenture Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereofhereof and irrespective of any Equity Condition). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "Notice of Conversion"), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the "Conversion Date"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall deliver any an objection to any Notice of Conversion within 1 Business Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error; provided, however, in the event of a dispute the Company shall deliver Conversion Shares to the extent that no dispute exists and in the event that the Company is later proved to be in error the Holder shall have the right to seek all remedies hereunder retroactive to the Conversion Date. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.this

Voluntary Conversion. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture shall be convertible convertible, in whole or in part, into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations on conversion set forth in Section 4(c4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a "“Notice of Conversion"”), specifying therein the principal amount of Debentures this Debenture to be converted and the date on which such conversion is to shall be effected (a "such date, the “Conversion Date"”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures this Debenture to the Company unless the entire principal amount of this Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion within 1 two (2) Business Day Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.