Common use of Obligation Absolute; Partial Liquidated Damages Clause in Contracts

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares shares of Common Stock purchased upon conversion exercise of this Note Warrant upon exercise of this Warrant in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder holder or any other Person person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Sharesshares of Common Stock purchased upon exercise of this Warrant; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holderholder. In the event the Holder holder of this Note Warrant shall elect to convert exercise any or all of the outstanding principal amount portion hereof, Borrower the Company may not refuse conversion exercise based on any claim that the Holder holder or anyone associated or affiliated with the Holder holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holderholder, restraining and or enjoining conversion exercise of all or part of this Note Warrant shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder holder in the amount of 150% of the outstanding principal amount value of the shares of Common Stock to be purchased upon exercise of this NoteWarrant, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cashthe shares of Common Stock purchased upon exercise of this Warrant, upon a properly noticed conversionexercise. If Borrower the Company fails for any reason to deliver to the Holder holder such certificate or certificates pursuant to Section 4(c)(ii) 3.1 by the Share Delivery Date, Borrower the Company shall pay to the Holderholder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being convertedFair Market Value of the shares of Common Stock to be purchased upon exercise of this Warrant, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder holder rescinds such conversionexercise. Nothing herein shall limit a Holderholder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares the shares of Common Stock purchased upon exercise of this Warrant within the period specified herein and the Holder holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii4(d)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s 's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender or any other Person person or entity of any obligation to the Borrower or any violation or alleged violation of law by the Holder Lender or any other Personperson or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the HolderLender. In the event the Holder Lender of this Note shall elect to convert any or all of the outstanding principal amount hereofhereof and accrued but unpaid interest thereon in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Holder Lender or anyone associated or affiliated with the Holder Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to HolderLender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Holder Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder such Lender to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder Lender such certificate or certificates representing Conversion Shares pursuant to Section 4(c)(ii) by timing and delivery requirements of this Note, the Share Delivery Date, Borrower shall pay to the Holdersuch Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 1.00 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) day for each Trading Day day after the date by which such Share Delivery Date certificates should have been delivered until such certificates are delivered or Holder rescinds such conversiondelivered. Nothing herein shall limit a Holder’s Xxxxxx's right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Borrower’s 's failure to deliver Conversion Shares within the period specified herein and the Holder such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower's transfer agent in accordance with the Credit Agreement, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Xxxxxx's conversion rights hereunder.

Obligation Absolute; Partial Liquidated Damages. Borrower’s The Companies’ obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Companies or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Companies to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Companies of any such action Borrower the Companies may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal or interest amount hereof, Borrower the Companies may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and sought. If the injunction is not granted, the Companies shall promptly comply with all conversion obligations herein. If the injunction is obtained, and Borrower posts the Companies must post a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of seeking such injunction, Borrower the Companies shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Companies fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower the Companies shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 6 hereof for Borrower’s the Companies’ failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates (or book entry entitlements) pursuant to Section 4(c)(ii)) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerParent’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender or any other Person of any obligation to Borrower Parent or any violation or alleged violation of law by the Holder Lender or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower Parent to the Holder Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower Parent of any such action Borrower Parent may have against the HolderLender. In the event the Holder Lender of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower Parent may not refuse conversion based on any claim that the Holder Lender or anyone associated or affiliated with the Holder Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to HolderLender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower Parent posts a surety bond for the benefit of the Holder Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder Lender to the extent it obtains judgment. In the absence of such injunction, Borrower Parent shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower Parent fails for any reason to deliver to the Holder Lender such certificate or certificates pursuant to Section 4(c)(ii7(c)(ii) by the Share Delivery Date, Borrower Parent shall pay to the HolderLender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder Lender rescinds such conversion. Nothing herein shall limit a HolderLxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for BorrowerParent’s failure to deliver Conversion Shares within the period specified herein and the Holder Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150123% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and arid the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower Bon-omit shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s 's right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s 's failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, (but subject to Section 4(a) of this Debenture)), irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion SharesShares (but subject to Section 4(a) of this Debenture); provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reasonreason (except as otherwise provided in the Transaction Documents), unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a HolderHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 6 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall limit any party’s offset rights as set forth in Section 8 hereof. Similarly, regardless of whether Shares are delivered upon conversion, the Company shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, and to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the Conversion In-Kind Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder Lender or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Lender in connection with the issuance of such Conversion In-Kind Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversionLender. If the Borrower fails for any reason to deliver to the Holder Lender such certificate or certificates pursuant to this Section 4(c)(ii) 2.04 by the In-Kind Share Delivery Date, the Borrower shall pay to the HolderLender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being convertedinterest due, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such In-Kind Share Delivery Date until such certificates are delivered or Holder rescinds such conversionLender makes an election under clause (iii), above. Nothing herein shall limit a HolderLender’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof hereto for the Borrower’s failure to deliver Conversion In-Kind Shares within the period specified herein and the Holder Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with wit-h the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and in the event the foregoing injunction is obtained by the Borrower, the Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s The Borrowers’ obligations to issue and deliver the Conversion Shares upon conversion Conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Borrowers or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Borrowers to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Borrowers of any such action Borrower the Borrowers may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Borrowers may not refuse conversion Conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion Conversion of all or part of this Note shall have been sought and obtained, and Borrower posts the Borrowers post a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Borrowers shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversionConversion. If Borrower the Borrowers fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the second Trading Day following the Share Delivery Date, Borrower the Borrowers shall pay to the Holder, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after the second Trading Day following such Share Delivery Date until such certificates are delivered or Holder rescinds such conversionConversion; provided, however, if the Borrowers have failed to deliver a certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date more than twice in any twelve (12) month period, then such partial liquidated damages shall begin to accrue on the Share Delivery Date. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s the Borrowers’ failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Corporation’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the a Holder of this Note shall elect to convert any or all of its Series A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice to Holdernotice, restraining and or enjoining conversion of all or part of this Note Series A Preferred Stock shall have been sought and obtained, obtained and Borrower the Corporation posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount Conversion Value of this NoteSeries A Preferred Stock outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunctionan injunction precluding the same, Borrower the Corporation shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii6(d)(i) by within two Trading Days of the Share Delivery DateDate applicable to such conversion, Borrower the Corporation shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 5,000 of principal amount Conversion Value of Series A Preferred Stock being converted, $10 50 per Trading Day (increasing to $20 100 per Trading Day on the fifth after three (5th3) Trading Days and increasing to $200 per Trading Day six (6) Trading Days after such liquidated damages being begin to accrue) for each Trading Day after such the Share Delivery Date until such certificates are delivered or Holder rescinds such conversiondelivered. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares certificates representing shares of Common Stock upon conversion within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerSubject to the conversion limitations set forth in Section 8.3 of the Second Amendment, the Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofof this Note or any accrued and unpaid interest thereon, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, court restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder is in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversioneffect. If Borrower the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant any Conversion Shares the Company is obligated to Section 4(c)(ii) issue and deliver to Holder upon conversion of this Note by the Share Delivery Date, Borrower the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) 5 for each Trading Day after such Share Delivery Date that the Conversion Shares are not delivered to Holder until such certificates Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a HolderHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within by the period specified herein Share Delivery Date and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preference Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which that might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofportion of Stated Value represented by such Holder’s Series A Preference Shares, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preference Shares of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount portion of this Note, which is Stated Value represented by such Series A Preference Shares that are subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cashpay cash if the Corporation has so elected to pay cash in lieu of fractional shares pursuant to Section 6.c)vi., upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates pursuant to Section 4(c)(ii) by 6.c)i. on the fifth Trading Day after the Share Delivery DateDate applicable to such conversion, Borrower then the Corporation shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 2,000 of principal amount the portion of Stated Value represented by Series A Preference Shares being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the fifth Trading Day after the Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an a Triggering Event of Default pursuant to Section 8 hereof for Borrower10 as a result of the Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce obtain damages pursuant to any other Section section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, (but subject to Section 4(a) of this Debenture)), irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion SharesShares (but subject to Section 4(a) of this Debenture); provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reasonreason (except as otherwise provided in the Transaction Documents), unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a HolderHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 6 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall limit any party’s offset rights as set forth in Section 8 hereof. Similarly, regardless of whether Conversion Shares are delivered upon conversion, the Company shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, and to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender or any other Person person or entity of any obligation to the Borrower or any violation or alleged violation of law by the Holder Lender or any other Personperson or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the HolderLender. In the event the Holder Lender of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereofhereof and accrued but unpaid interest thereon in accordance with the terms of this Debenture, the Borrower may not refuse conversion based on any claim that the Holder Lender or anyone associated or affiliated with the Holder Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to HolderLender, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Holder Lender in the amount of 150% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder such Lender to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder Lender such certificate or certificates representing Conversion Shares pursuant to Section 4(c)(ii) by timing and delivery requirements of this Debenture, the Share Delivery Date, Borrower shall pay to the Holdersuch Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 1.00 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) day for each Trading Day day after the date by which such Share Delivery Date certificates should have been delivered until such certificates are delivered or Holder rescinds such conversiondelivered. Nothing herein shall limit a HolderLender’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof the Purchase Agreement, this Debenture or any agreement securing the indebtedness under this Debenture for the Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower’s transfer agent in accordance with the Purchase Agreement, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Lender’s conversion rights hereunder.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Company’s obligations to issue and deliver the Applicable Conversion Shares upon conversion of this Promissory Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder Lender or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder Lender in connection with the issuance of such Applicable Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the HolderLender. In the event the Holder of this Note Lender shall elect to convert any or all of the outstanding principal amount Principal Amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder Lender or anyone associated or affiliated with the Holder Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to HolderLender, restraining and or enjoining conversion of all or part of this Promissory Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder Lender in the amount of 150125% of the outstanding principal amount Principal Amount of this Promissory Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder Lender to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue the Applicable Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder Lender such certificate or certificates Applicable Conversion Shares pursuant to Section 4(c)(ii) 3.2 by the Share Delivery Date, Borrower the Company shall pay to the HolderLender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount Principal Amount being converted, $10 5 per Trading Business Day (increasing to $20 15 per Trading Business Day on the fifth (5th) Trading Business Day after such liquidated damages being begin to accrue) for each Trading Business Day after such Share Delivery Date until such certificates Applicable Conversion Shares are delivered or Holder Lender rescinds such conversion. Nothing herein shall limit a Holderthe Lender’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 5 hereof for Borrowerthe Company’s failure to deliver Applicable Conversion Shares within the period specified herein and the Holder Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any all or all a portion of the outstanding principal amount hereofPrincipal Amount, the Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to the Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and sought. If the injunction is not granted, the Borrower shall promptly comply with all conversion obligations herein. If the injunction is obtained, and the Borrower posts must post a surety bond for the benefit of the Holder applicable Holder(s) in the amount of one hundred fifty percent (150% %) of the outstanding principal amount Principal Amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of seeking such injunction, the Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a the Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof 12(a) for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it them hereunder, at law or in equity including, without limitation, including a decree of specific performance and/or or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof provision of this Note or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Business Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Business Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s 's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii5(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s 's right to pursue actual damages or declare an Event of Default pursuant to Section 8 9 hereof for Borrower’s 's failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, , or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Company’s obligations to issue and deliver the Conversion Warrant Shares upon conversion of this Note Warrant in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the such Holder in connection with the issuance of such Conversion Warrant Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the a Holder of this Note shall elect to convert this Warrant into all or any or all portion of the outstanding principal amount hereofshares of Common Stock issuable pursuant to this Warrant, Borrower the Company may not refuse conversion to exercise this Warrant based on any claim that the such Holder or anyone any Person associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion exercise of all or part of this Note Warrant of such Holder shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the such Holder in the amount of 150200% of the outstanding principal amount of this Note, which is subject payment to be provided by the Holder to the injunctionCompany pursuant to such Exercise Notice or if Warrant Shares are issued by means of a cashless exercise, as if payment would have be made by the Holder to purchase the Warrant Shares, which bond shall remain in effect until the completion of arbitration/litigation (including, but not limited to, through any and all appeals process), of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion the Warrant Shares orand, if applicable, cash, upon receipt of an Exercise Notice from a properly noticed conversionHolder pursuant hereto. If Borrower the Company fails for any reason to deliver to the a Holder such any certificate or certificates pursuant to Section 4(c)(ii) for Warrant Shares by the Warrant Share Delivery DateDate applicable to such Exercise Notice, Borrower the Company shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 200 per Trading Day (increasing to $20 400 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such the Warrant Share Delivery Date until such certificates (which must be unlegended if the Warrant Shares are registered for resale pursuant to an effective registration statement or eligible for resale without restrictions pursuant to Rule 144) are delivered or the Holder rescinds such conversionExercise Notice. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Warrant Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the shares of Conversion Shares Stock upon conversion of this Note hereof in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Noteholder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation limitation, or termination, or any breach or alleged breach by the Holder Noteholder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder Noteholder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Noteholder in connection with the issuance of such shares of Conversion SharesStock; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the HolderNoteholder. In the event the Holder of this Note Noteholder shall elect to convert any or all of the outstanding principal or interest amount hereof, the Borrower may not refuse conversion based on any claim that the Holder Noteholder or anyone associated or affiliated with the Holder Noteholder has been engaged in any violation of law, agreement agreement, or for any other reason, unless an injunction from a court, on notice to HolderNoteholder, restraining and or enjoining conversion of all or part of this Note hereof shall have been sought and sought. If the injunction is not granted, the Borrower shall promptly comply with all conversion obligations herein. If the injunction is obtained, and the Borrower posts must post a surety bond for the benefit of XxxXxx Xxxxxxxxxx Note to Xxx Xxxxx March 2024 consulting agreement.4 Conversion Rights Addendum 2 the Holder Noteholder in the amount of 150% of the outstanding principal amount of this Note, which that is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder Noteholder to the extent it obtains judgment. In the absence of seeking such injunction, the Borrower shall issue The shares of Conversion Shares Stock or, if applicable, cash, upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder Noteholder such certificate or certificates pursuant to Section 4(c)(ii(c)(ii) by the Share Delivery Date, the Borrower shall pay to the HolderNoteholder, in cash, as liquidated damages and not as a penalty, $1,000 per Business Day for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Business Day after such Share Delivery Date until such certificates are delivered or Holder Noteholder rescinds such conversion. Nothing herein shall limit a HolderNoteholder’s right to pursue actual damages or declare an Event event of Default pursuant to Section 8 hereof default for the Borrower’s failure to deliver The shares of Conversion Shares Stock within the period specified herein and the Holder Noteholder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Noteholder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, counterclaim or recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Stock, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversionin accordance with the terms of this Certificate of Designation. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates Conversion Shares pursuant to Section 4(c)(ii6(c)(i) by the Share Delivery DateDate applicable to such conversion when it was required to do so under this Certificate of Designation, Borrower the Corporation shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 5,000 of principal amount Stated Value of Preferred Stock being converted, $10 50 per Trading Day (increasing to $20 100 per Trading Day on the fifth (5th) third Trading Day and increasing to $200 per Trading Day on the sixth Trading Day after such liquidated damages being to accruethe Share Delivery Date) for each Trading Day after such the Share Delivery Date until such certificates Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 10 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall require the Corporation to issue Conversion Shares (or pay liquidated damages for its failure to do so) if the Notice of Conversion is incomplete or was not properly delivered to the Corporation in accordance with this Certificate of Designation.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Stock or in connection with any mandatory conversion pursuant to Section 6(a)(ii), Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion or in connection with any mandatory conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates Conversion Shares pursuant to Section 4(c)(ii6(c)(i) by the Share Delivery DateDate applicable to such conversion, Borrower the Corporation shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 5,000 of principal amount Stated Value of Preferred Stock being converted, $10 50 per Trading Day (increasing to $20 100 per Trading Day on the fifth (5th) third Trading Day and increasing to $200 per Trading Day on the sixth Trading Day after such liquidated damages being begin to accrue) for each Trading Day commencing one Trading Day after such the Share Delivery Date until such certificates Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the shares of Conversion Shares Stock upon conversion of this Note hereof in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Noteholder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation limitation, or termination, or any breach or alleged breach by the Holder Noteholder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder Noteholder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Noteholder in connection with the issuance of such shares of Conversion SharesStock; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the HolderNoteholder. In the event the Holder of this Note Noteholder shall elect to convert any or all of the outstanding principal or interest amount hereof, the Borrower may not refuse conversion based on any claim that the Holder Noteholder or anyone associated or affiliated with the Holder Noteholder has been engaged in any violation of law, agreement agreement, or for any other reason, unless an injunction from a court, on notice to HolderNoteholder, restraining and or enjoining conversion of all or part of this Note hereof shall have been sought and sought. If the injunction is not granted, the Borrower shall promptly comply with all conversion obligations herein. If the injunction is obtained, and the Borrower posts must post a surety bond for the benefit of JanOne Promissory Note to Live Ventures February 2024.2 (corrected) Conversion Rights Addendum-2 the Holder Noteholder in the amount of 150% of the outstanding principal amount of this Note, which that is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder Noteholder to the extent it obtains judgment. In the absence of seeking such injunction, the Borrower shall issue The shares of Conversion Shares Stock or, if applicable, cash, upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder Noteholder such certificate or certificates pursuant to Section 4(c)(ii(c)(ii) by the Share Delivery Date, the Borrower shall pay to the HolderNoteholder, in cash, as liquidated damages and not as a penalty, $1,000 per Business Day for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Business Day after such Share Delivery Date until such certificates are delivered or Holder Noteholder rescinds such conversion. Nothing herein shall limit a HolderNoteholder’s right to pursue actual damages or declare an Event event of Default pursuant to Section 8 hereof default for the Borrower’s failure to deliver The shares of Conversion Shares Stock within the period specified herein and the Holder Noteholder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Noteholder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.obtains

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the shares of Conversion Shares Stock upon conversion of this Note hereof in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Noteholder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation limitation, or termination, or any breach or alleged breach by the Holder Noteholder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder Noteholder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Noteholder in connection with the issuance of such shares of Conversion SharesStock; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the HolderNoteholder. In the event the Holder of this Note Noteholder shall elect to convert any or all of the outstanding principal or interest amount hereof, the Borrower may not refuse conversion based on any claim that the Holder Noteholder or anyone associated or affiliated with the Holder Noteholder has been engaged in any violation of law, agreement agreement, or for any other reason, unless an injunction from a court, on notice to HolderNoteholder, restraining and or enjoining conversion of all or part of this Note hereof shall have been sought and sought. If the injunction is not granted, the Borrower shall promptly comply with all conversion obligations herein. If the injunction is obtained, and the Borrower posts must post a surety bond for the benefit of the Holder Noteholder in the amount of 150% of the outstanding principal amount of this Note, which that is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder Noteholder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.such

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations Once the Company becomes obligated to issue and deliver the Conversion any Debenture Shares upon conversion of this Note in accordance with the terms hereof are of this Debenture, such obligation of the Company is absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Debenture Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower The Company may not refuse conversion to issue any Debenture Shares required to be issued hereunder based on any claim that the Holder or anyone associated or affiliated Affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder such certificate or certificates Debenture Shares required to be issued pursuant to Section 4(c)(ii) any provision of this Debenture by the Share second (2nd) Trading Day following the applicable Delivery Date, Borrower the Company shall pay to the Holder, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of principal amount being convertedredeemed, $10 5 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after the second (2nd) Trading Day following such Share Delivery Date Date, as applicable, until such certificates are delivered or or, in the case of a Holder Redemption Notice, the Holder rescinds such conversionredemption; provided, however, if the Company has failed to deliver Debenture Shares required to be issued pursuant to any provision of this Debenture by the applicable Delivery Date more than twice in any twelve (12) month period, then such partial liquidated damages shall begin to accrue on the Delivery Date. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Debenture Shares within the applicable period specified herein in this Debenture and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Without limiting the foregoing, the Company acknowledges that to the extent that the Company does not honor, or indicates to the Holder that it will not honor, its obligation to issue Stock Payment Shares upon receipt of one or more Holder Redemption Notices while this Debenture is Stock On (a “Repudiation”) the Holder’s damages, in addition to out-of-pocket expenses and other damages, shall include Holder’s entire lost profit resulting from its inability to receive Stock Payment Shares, which lost profit shall be calculated as the maximum number of Stock Payment Shares that the Holder would have been able to receive pursuant to Section 5 at or following the time of such Repudiation multiplied by any reported trading price of the Common Stock from and after the time of the Repudiation selected by the Holder (whether or not the Holder has actually tendered Holder Redemption Notices for such maximum number of Stock Payment Shares).

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender or any other Person person or entity of any obligation to the Borrower or any violation or alleged violation of law by the Holder Lender or any other Personperson or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the HolderLender. In the event the Holder Lender of this Note shall elect to convert any or all of the outstanding principal amount hereofhereof and accrued but unpaid interest thereon in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Holder Lender or anyone associated or affiliated with the Holder Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to HolderLender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Holder Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder such Lender to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder Lender such certificate or certificates representing Conversion Shares pursuant to Section 4(c)(ii) by timing and delivery requirements of this Note, the Share Delivery Date, Borrower shall pay to the Holdersuch Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 1.00 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) day for each Trading Day day after the date by which such Share Delivery Date certificates should have been delivered until such certificates are delivered or Holder rescinds such conversiondelivered. Nothing herein shall limit a HolderLender’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower’s transfer agent in accordance with the Credit Agreement, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Lender’s conversion rights hereunder.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the shares of Conversion Shares Stock upon conversion of this Note hereof in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Noteholder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation limitation, or termination, or any breach or alleged breach by the Holder Noteholder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder Noteholder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Noteholder in connection with the issuance of such shares of Conversion SharesStock; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the HolderNoteholder. In the event the Holder of this Note Noteholder shall elect to convert any or all of the outstanding principal or consulting agreement XxxXxx Xxx Xxxxx.4 Conversion Rights Addendum EXHIBIT B-4 Page 2 interest amount hereof, the Borrower may not refuse conversion based on any claim that the Holder Noteholder or anyone associated or affiliated with the Holder Noteholder has been engaged in any violation of law, agreement agreement, or for any other reason, unless an injunction from a court, on notice to HolderNoteholder, restraining and or enjoining conversion of all or part of this Note hereof shall have been sought and sought. If the injunction is not granted, the Borrower shall promptly comply with all conversion obligations herein. If the injunction is obtained, and the Borrower posts must post a surety bond for the benefit of the Holder Noteholder in the amount of 150% of the outstanding principal amount of this Note, which that is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder Noteholder to the extent it obtains judgment. In the absence of seeking such injunction, the Borrower shall issue The shares of Conversion Shares Stock or, if applicable, cash, upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder Noteholder such certificate or certificates pursuant to Section 4(c)(ii(c)(ii) by the Share Delivery Date, the Borrower shall pay to the HolderNoteholder, in cash, as liquidated damages and not as a penalty, $1,000 per Business Day for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Business Day after such Share Delivery Date until such certificates are delivered or Holder Noteholder rescinds such conversion. Nothing herein shall limit a HolderNoteholder’s right to pursue actual damages or declare an Event event of Default pursuant to Section 8 hereof default for the Borrower’s failure to deliver The shares of Conversion Shares Stock within the period specified herein and the Holder Noteholder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Noteholder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofhereof and accrued but unpaid interest and Premium, if applicable, thereon in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder such certificate or certificates representing Conversion Shares pursuant to Section 4(c)(ii) by timing and delivery requirements of this Note, the Share Delivery Date, Borrower shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 1.00 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) day for each Trading Day day after the date by which such Share Delivery Date certificates should have been delivered until such certificates are delivered or Holder rescinds such conversiondelivered. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof this Note, the other Loan Documents, or any agreement securing the indebtedness under this Note for the Borrower’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Holder from having the Conversion Shares issued directly by the Borrower’s transfer agent in accordance with the Loan Documents, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Holder upon exercise of Holder’s conversion rights hereunder.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the Holder. In the die event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofhereof and accrued but unpaid interest and Premium, if applicable, thereon in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Borrower fails foils for any reason to deliver to the Holder such certificate or certificates representing Conversion Shares pursuant to Section 4(c)(ii) by timing and delivery requirements of this Note, the Share Delivery Date, Borrower shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 1.00 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) day for each Trading Day day after the date by which such Share Delivery Date certificates should have been delivered until such certificates are delivered or Holder rescinds such conversiondelivered. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof this Note, the other Loan Documents, or any agreement securing the indebtedness under this Note for the Borrower’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Holder from having the Conversion Shares issued directly by the Borrower’s transfer agent in accordance with the Loan Documents, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Holder upon exercise of Holder’s conversion rights hereunder.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. relief The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of its Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates Conversion Shares pursuant to Section 4(c)(ii6(c)(i) by the Share Delivery DateDate applicable to such conversion, Borrower the Corporation shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 5,000 of principal amount Stated Value of Preferred Stock being converted, $10 50 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until such certificates Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an a Triggering Event of Default pursuant to Section 8 10 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the shares of Conversion Shares Stock upon conversion of this Note hereof in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Noteholder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation limitation, or termination, or any breach or alleged breach by the Holder Noteholder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder Noteholder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Noteholder in connection with the issuance of such shares of Conversion SharesStock; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the HolderNoteholder. In the event the Holder of this Note Noteholder shall elect to convert any or all of the outstanding principal or interest amount hereof, the Borrower may not refuse conversion based on any claim that the Holder Noteholder or anyone associated or affiliated with the Holder Noteholder has been engaged in any violation of law, agreement agreement, or for any other reason, unless an injunction from a court, on notice to HolderNoteholder, restraining and or enjoining conversion of all or part of this Note hereof shall have been sought and sought. If the injunction is not granted, the Borrower shall promptly comply with all conversion obligations herein. If the injunction is obtained, and the Borrower posts must post a surety bond for the benefit of the Holder Noteholder in the amount of 150% of the outstanding principal amount of this Note, which that is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder Noteholder to the extent it obtains judgment. In the absence of seeking such JanOne Promissory Note to Xxxxx Capital Group February 2024.1 Conversion Rights Addendum-2 injunction, the Borrower shall issue The shares of Conversion Shares Stock or, if applicable, cash, upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder Noteholder such certificate or certificates pursuant to Section 4(c)(ii(c)(ii) by the Share Delivery Date, the Borrower shall pay to the HolderNoteholder, in cash, as liquidated damages and not as a penalty, $1,000 per Business Day for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Business Day after such Share Delivery Date until such certificates are delivered or Holder Noteholder rescinds such conversion. Nothing herein shall limit a HolderNoteholder’s right to pursue actual damages or declare an Event event of Default pursuant to Section 8 hereof default for the Borrower’s failure to deliver The shares of Conversion Shares Stock within the period specified herein and the Holder Noteholder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Noteholder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, (but subject to Section 4(a) of this Debenture)), irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion SharesShares (but subject to Section 4(a) of this Debenture); provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reasonreason (except as otherwise provided in the Transaction Documents), unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a HolderXxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 6 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall limit any party’s offset rights as set forth in Section 8 hereof. Similarly, regardless of whether Conversion Shares are delivered upon conversion, the Company shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, and to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the shares of Conversion Shares Stock upon conversion of this Note hereof in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Noteholder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation limitation, or termination, or any breach or alleged breach by the Holder Noteholder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder Noteholder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Noteholder in connection with the issuance of such shares of Conversion SharesStock; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the HolderNoteholder. In the event the Holder of this Note Noteholder shall elect to convert any or all of the outstanding principal or interest amount hereof, the Borrower may not refuse conversion based on any claim that the Holder Noteholder or anyone associated or affiliated with the Holder Noteholder has been engaged in any violation of law, agreement agreement, or for any other reason, unless an injunction from a court, on notice to HolderNoteholder, restraining and or enjoining conversion of all or part of this Note hereof shall have been sought and sought. If the injunction is not granted, the Borrower shall promptly comply with all conversion obligations herein. If the injunction is obtained, and the Borrower posts must post a surety bond for the benefit of XxxXxx Xxxxxxxxxx Note to Xxxxx Capital Group February 2024.2 (corrected) Conversion Rights Addendum-2 the Holder Noteholder in the amount of 150% of the outstanding principal amount of this Note, which that is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder Noteholder to the extent it obtains judgment. In the absence of seeking such injunction, the Borrower shall issue The shares of Conversion Shares Stock or, if applicable, cash, upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder Noteholder such certificate or certificates pursuant to Section 4(c)(ii(c)(ii) by the Share Delivery Date, the Borrower shall pay to the HolderNoteholder, in cash, as liquidated damages and not as a penalty, $1,000 per Business Day for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Business Day after such Share Delivery Date until such certificates are delivered or Holder Noteholder rescinds such conversion. Nothing herein shall limit a HolderNoteholder’s right to pursue actual damages or declare an Event event of Default pursuant to Section 8 hereof default for the Borrower’s failure to deliver The shares of Conversion Shares Stock within the period specified herein and the Holder Noteholder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder Noteholder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerThe Company’s obligations obligation to issue and deliver the Conversion Shares Membership Interest upon conversion of this Note the Indebtedness in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person Co-Borrower or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person Co-Borrower of any obligation to Borrower the Company or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the HolderMembership Interest. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofIndebtedness, Borrower the Company may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this the Note held by such Holder shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount of this Note, Indebtedness which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue the Conversion Shares or, if applicable, cash, Membership Interest upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. BorrowerExcept as otherwise set forth in this Section 6(c)(iii), the Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Stock, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates pursuant to Section 4(c)(ii6(c)(i) by on the second Trading Day after the Share Delivery DateDate applicable to such conversion, Borrower the Corporation shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 5,000 of principal amount Stated Value of Preferred Stock being converted, $10 50 per Trading Day (increasing to $20 100 per Trading Day on the fifth (5th) third Trading Day and increasing to $200 per Trading Day on the sixth Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an a Triggering Event of Default pursuant to Section 8 10 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations Once the Company becomes obligated to issue and deliver the Conversion any Debenture Shares upon conversion of this Note in accordance with the terms hereof are of this Debenture, such obligation of the Company is absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Debenture Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower The Company may not refuse conversion to issue any Debenture Shares required to be issued hereunder based on any claim that the Holder or anyone associated or affiliated Affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder such certificate or certificates Debenture Shares required to be issued pursuant to Section 4(c)(ii) any provision of this Debenture by the Share second (2nd) Trading Day following the applicable Delivery Date, Borrower the Company shall pay to the Holder, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of principal amount being convertedredeemed, $10 5 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after the second (2nd) Trading Day following such Share Delivery Date Date, as applicable, until such certificates are delivered or or, in the case of a Holder Redemption Notice, the Holder rescinds such conversionredemption; provided, however, if the Company has failed to deliver Debenture Shares required to be issued pursuant to any provision of this Debenture by the applicable Delivery Date more than twice in any twelve (12) month period, then such partial liquidated damages shall begin to accrue on the Delivery Date. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Debenture Shares within the applicable period specified herein in this Debenture and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Without limiting the foregoing, the Company acknowledges that to the extent that the Company does not honor, or indicates to the Holder that it will not honor, its obligation to issue Stock Payment ​ ​ Shares upon receipt of one or more Holder Redemption Notices while this Debenture is Stock On (a “Repudiation”) the Holder’s damages, in addition to out-of-pocket expenses and other damages, shall include Holder’s entire lost profit resulting from its inability to receive Stock Payment Shares, which lost profit shall be calculated as the maximum number of Stock Payment Shares that the Holder would have been able to receive pursuant to Section 5 at or following the time of such Repudiation multiplied by any reported trading price of the Common Stock from and after the time of the Repudiation selected by the Holder (whether or not the Holder has actually tendered Holder Redemption Notices for such maximum number of Stock Payment Shares).

Obligation Absolute; Partial Liquidated Damages. Borrower’s 's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s 's right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s 's failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute; Partial Liquidated Damages. Borrower’s 's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii4(d)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s 's right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s 's failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.