Common use of Issuance of Conversion Shares Clause in Contracts

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debenture and the Fee Debentures, Buyer has the right, at its discretion following an Event of Default, to convert amounts due under the Debenture and the Fee Debentures into Common Stock in accordance with the terms of the Debenture and the Fee Debentures. In the event, for any reason, the Company fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debenture or the Fee Debentures (the "Conversion Shares") to Buyer in connection with the exercise by Buyer of any of its conversion rights under the Debenture and the Fee Debentures, then the parties hereto acknowledge that Buyer shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Company, a "Conversion Notice" (as defined in the Debenture and the Fee Debentures) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debenture and the Fee Debentures, and the Transfer Agent, provided they are the acting transfer agent for the Company at the time, shall, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer at the address specified in the Conversion Notice, a certificate of the Common Stock of the Company, registered in the name of Buyer or its nominee, for the number of Conversion Shares to which Buyer shall be then entitled under the Debenture and the Fee Debentures, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debenture and the Fee DebenturesRevolving Note, Buyer Lender has the right, at its discretion following discretion, but only after the occurrence of an Event of Default, to convert amounts due under the Debenture and the Fee Debentures Revolving Note into Common Stock in accordance with the terms of the Debenture and the Fee DebenturesRevolving Note. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debenture or the Fee Debentures Revolving Note (the "“Conversion Shares"”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the Debenture and the Fee DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a "“Conversion Notice" ” (as defined in the Debenture and the Fee DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debenture and the Fee DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the Debenture and the Fee DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debenture and the Fee DebenturesRevolving Note, Buyer Lender has the right, at its discretion following upon the occurrence of an Event of DefaultDefault hereunder or any other Loan Documents, to convert amounts due under the Debenture and the Fee Debentures Revolving Note into Common Stock in accordance with the terms of the Debenture and the Fee DebenturesRevolving Note. In the event, for any reason, the Company Issuing Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debenture or the Fee Debentures Revolving Note (the "“Conversion Shares"”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the Debenture and the Fee DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyIssuing Borrower, a "“Conversion Notice" ” (as defined in the Debenture and the Fee DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debenture and the Fee DebenturesRevolving Note, and the The registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. Transfer Agent, provided they are the acting transfer agent for the Company Issuing Borrower at the time, shall, and the Company Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyIssuing Borrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyIssuing Borrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the Debenture and the Fee DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debenture and the Fee DebenturesRevolving Note, Buyer Lender has the right, at its discretion following an Event of Default, right to convert amounts due under the Debenture and the Fee Debentures Revolving Note into Common Stock in accordance with the terms of the Debenture and the Fee DebenturesRevolving Notes. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debenture or the Fee Debentures Revolving Notes (the "“Conversion Shares"”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the Debenture and the Fee DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a "“Conversion Notice" ” (as defined in the Debenture and the Fee DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debenture and the Fee DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the Debenture and the Fee DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debenture Revolving Notes and the Fee DebenturesNotes, Buyer Lender has the right, at its discretion following an Event of Defaultdiscretion, to convert amounts due under the Debenture and Revolving Notes or the Fee Debentures Notes into Common Stock in accordance with the terms of the Debenture Revolving Notes and the Fee DebenturesNotes. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debenture Revolving Notes or the Fee Debentures Notes (the "“Conversion Shares"”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the Debenture and the Fee DebenturesRevolving Notes, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a "“Conversion Notice" ” (as defined in the Debenture Revolving Note and the Fee DebenturesNote) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debenture Revolving Notes and the Fee DebenturesNotes, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the Debenture and Revolving Notes or the Fee DebenturesNotes, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debenture and the Fee DebenturesRevolving Note, Buyer Lender has the right, at its discretion following an Event pursuant to the terms of Defaultthe Revolving Note, to convert amounts due under the Debenture and the Fee Debentures Revolving Note into Common Stock in accordance with the terms of the Debenture and the Fee DebenturesRevolving Note. In the event, for any reason, the Company Issuing Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debenture or the Fee Debentures Revolving Note (the "“Conversion Shares"”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the Debenture and the Fee DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyIssuing Borrower, a "“Conversion Notice" ” (as defined in the Debenture and the Fee DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debenture and the Fee DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Issuing Borrower at the time, shall, and the Company Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyIssuing Borrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyIssuing Borrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the Debenture and the Fee DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debenture Revolving Note and the Fee DebenturesNote, Buyer Lender has the right, at its discretion following after the occurrence of an Event of Default, to convert amounts due under the Debenture Revolving Note and the Fee Debentures Note into Common Stock in accordance with the terms of the Debenture Revolving Notes and the Fee DebenturesNote. In the event, for any reason, the Company Intelligent Highway fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debenture or Revolving Notes and the Fee Debentures Note (the "“Conversion Shares"”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the Debenture Revolving Note and the Fee DebenturesNote, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a "“Conversion Notice" ” (as defined in the Debenture Revolving Note and the Fee DebenturesNote, respectively) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debenture Revolving Note and the Fee DebenturesNote, and the Transfer Agent, provided they are the acting transfer agent for the Company Intelligent Highway at the time, shall, and the Company Intelligent Highway hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyIntelligent Highway, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyIntelligent Highway, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the Debenture Revolving Note and the Fee DebenturesNote, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debenture and the Fee DebenturesRevolving Note, Buyer Lender has the right, at its discretion following an Event of Defaultunder certain circumstances as more specifically set forth in the Revolving Note, to convert amounts due under the Debenture and the Fee Debentures Revolving Note into Common Stock in accordance with the terms of the Debenture and the Fee DebenturesRevolving Note. In the event, for any reason, the Company Issuing Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debenture or the Fee Debentures Revolving Note (the "“Conversion Shares"”) to Buyer Lender in connection with the exercise by Buyer Lender of any of its conversion rights under the Debenture and the Fee DebenturesRevolving Note, then the parties hereto acknowledge that Buyer Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyIssuing Borrower, a "“Conversion Notice" ” (as defined in the Debenture and the Fee DebenturesRevolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debenture and the Fee DebenturesRevolving Note, and the Transfer Agent, provided they are the acting transfer agent for the Company Issuing Borrower at the time, shall, and the Company Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyIssuing Borrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyIssuing Borrower, registered in the name of Buyer Lender or its nomineedesignee, for the number of Conversion Shares to which Buyer Lender shall be then entitled under the Debenture and the Fee DebenturesRevolving Note, as set forth in the Conversion Notice.

Issuance of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Debenture Revolving Note and the Advisory Fee DebenturesNotes, Buyer Lender has the right, at its discretion following right (after the occurrence of an Event of DefaultDefault under the Revolving Note), to convert amounts due under the Debenture and Revolving Note or the Advisory Fee Debentures Notes into Common Stock in accordance with the terms of the Debenture and the Fee Debenturesthereof. In the event, for any reason, the Company Borrower fails to issue, or cause its the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Debenture Revolving Note or the Advisory Fee Debentures Notes (the "“Conversion Shares"”) to Buyer Lender, or its successors or assigns, in connection with the exercise by Buyer Lender, or such successors and assigns, of any of its the conversion rights under the Debenture and the Revolving Note or Advisory Fee DebenturesNotes, then the parties hereto acknowledge that Buyer Lender, or its successors and assigns, shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the CompanyBorrower, a "“Conversion Notice" ” (as defined in the Debenture Revolving Note and the Advisory Fee DebenturesNotes) requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Debenture and the Revolving Note or Advisory Fee DebenturesNotes, and the Transfer Agent, provided they are the acting transfer agent for the Company Borrower at the time, shall, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Buyer Lender, its successors and assigns, at the address specified in the Conversion Notice, a certificate of the Common Stock of the CompanyBorrower, registered in the name of Buyer Lender, such successors and assigns, or its nomineetheir designee, for the number of Conversion Shares to which Buyer they shall be then entitled under the Debenture and the Revolving Note or Advisory Fee DebenturesNotes, as set forth in the Conversion Notice. (ii) Intentionally Left Blank.