Common use of Mechanics of Company Conversion Clause in Contracts

Mechanics of Company Conversion. Subject to Section 1(b)(v), if the Company delivers a Company Installment Notice and elects, or is deemed to have elected, in whole or in part, a Company Conversion in accordance with Section 1(b)(ii), then the applicable Company Conversion Amount, if any, which remains outstanding as of the applicable Installment Date shall be converted as of the applicable Installment Date by converting on such Installment Date such Company Conversion Amount at the Company Conversion Price; provided that the Equity Conditions are then satisfied (or waived in writing by the Holder) on such Installment Date and that the Installment Volume Limitation is not exceeded (or waived in writing by the Holder). If the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Installment Date or the Installment Volume Limitation is exceeded, then at the option of the Holder designated in writing to the Company, the Holder may require the Company to do any one or more of the following: (A) the Company shall redeem all or any part of the unconverted Company Conversion Amount designated by the Holder (such designated amount is referred to as the “Unconverted Redemption Amount”) and the Company shall pay to the Holder within three (3) days of such Installment Date, by wire transfer of immediately available funds, an amount in cash equal to such Unconverted Redemption Amount, and/or (B) the Company Conversion shall be null and void with respect to all or any part of the unconverted Company Conversion Amount designated by the Holder and the Holder shall be entitled to all the rights of a holder of this Debenture with respect to such designated amount of the Company Conversion Amount; provided, however, that the Conversion Price for such unconverted Company Conversion Amount shall thereafter be adjusted to equal the lesser of (1) the Company Conversion Price as in effect on the date on which the Holder voided the Company Conversion and (2) the Company Conversion Price as in effect on the date on which the Holder delivers a Conversion Notice relating thereto. If the Company fails to redeem any Unconverted Redemption Amount by the third (3rd) day following the applicable Installment Date, then the Holder shall have all rights under this Debenture (including, without limitation, such failure constituting an Event of Default). Notwithstanding anything to the contrary in this Section 1(b)(iii), but subject to Section 4(c)(i), until the Company delivers Common Stock representing the Company Conversion Amount to the Holder, the Company Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 4. In the event that the Holder elects to convert the Company Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Company Conversion Amount so converted shall be deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the applicable Conversion Notice.

Mechanics of Company Conversion. Subject to Section 1(b)(v3(d), if the Company delivers a Company Installment Notice and elects, or is deemed to have delivered a Company Installment Notice and deemed to have elected, in whole or in part, a Company Conversion in accordance with Section 1(b)(ii8(b), then the remainder of this Section 8(c) shall apply. The applicable Company Conversion Amount, if any, which remains outstanding as of the applicable Installment Date shall be converted as of the applicable Installment Date by converting on such Installment Date such Company Conversion Amount at the Company Conversion PricePrice and the Company shall (subject to the reduction contemplated by the immediately following sentence and, if applicable, the last sentence of this Section 8(c)), on the applicable Installment Date (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled; provided that the there is no Equity Conditions are then satisfied (or waived in writing by the Holder) on Failure as of such Installment Date and that a Company Conversion is not otherwise prohibited under any other provision of this Note. The number of shares of Common Stock to be delivered upon such Company Conversion shall be reduced by the number of any Pre-Installment Conversion Shares delivered in connection with such Installment Date. Notwithstanding anything herein to the contrary, with respect to any Installment Date other than the Maturity Date, if the number of Pre-Installment Conversion Shares delivered in connection with such Installment Date exceeds the Installment Volume Limitation is not exceeded Conversion Shares required to be delivered in connection with such Installment Date, the Company’s obligation to deliver Pre-Installment Conversion Shares in connection with the immediately subsequent Installment Date, if any, shall be reduced by such excess number of shares of Common Stock (which, for purposes of this Section 8, shall be deemed to have been timely and properly delivered as Pre-Installment Conversion Shares for such immediately subsequent Installment Date). Notwithstanding anything herein to the contrary, if the number of Pre-Installment Conversion Shares delivered in connection with the Maturity Date exceeds the Installment Conversion Shares required to be delivered on the Maturity Date, the Holder shall return the excess number of shares of Common Stock delivered in connection with the Maturity Date. If an Event of Default occurs during any period from the delivery of the Company Installment Notice to the Installment Date, then either (i) the Holder shall return any Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date or waived in writing (ii) the Conversion Amount used to calculate the Event of Default Redemption Price shall be reduced by the Holderproduct of (x) the Company Conversion Amount applicable to such Installment Date multiplied by (y) the Conversion Share Ratio (as defined below). If the there is an Equity Conditions are not satisfied (or waived in writing by the Holder) on Failure as of such Installment Date or the Installment Volume Limitation a Company Conversion is exceedednot otherwise permitted under any other provision of this Note, then at the option of (i) the Holder designated in writing may, by written notice to the Company, the Holder may require the Company to do any one or more of the following: (A) the Company shall redeem in cash all or any part of the unconverted Company Conversion Amount as designated by the Holder (such designated amount is referred to as the “Unconverted Designated Redemption Amount”) and the Company shall pay to the Holder within three (3) days Trading Days of such Installment Date, by wire transfer of immediately available funds, an amount in cash equal to 125% of such Unconverted Designated Redemption Amount, and/or (Bii) the Company Conversion shall be null and void with respect to all or any part designated by the Holder of the unconverted Company Conversion Amount designated by the Holder and the Holder shall be entitled to all the rights of a holder of this Debenture Note with respect to such designated amount part of the Company Conversion Amount; provided, however, that the Conversion Price for such designated part of such unconverted Company Conversion Amount shall thereafter be adjusted to equal the lesser of (1A) the Company Conversion Price as in effect on the date on which the Holder voided the Company Conversion and (2B) the Company Conversion Price as that will be in effect on the date on which the Holder delivers a Conversion Notice relating theretothereto as if such date was an Installment Date. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Installment Date or a Company Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date or (II) the applicable Designated Redemption Amount shall be reduced by the product of (X) the Company Conversion Amount applicable to such Installment Date multiplied by (Y) the Conversion Share Ratio. If the Company fails to redeem any Unconverted Designated Redemption Amount by the third (3rd) day Trading Day following the applicable Installment Date by payment of such amount on the applicable Installment Date, then the Holder shall have the rights set forth in Section 11(a) as if the Company failed to pay the applicable Company Installment Redemption Price (as defined below) and all other rights under this Debenture Note (including, without limitation, such failure constituting an Event of DefaultDefault described in Section 4(a)(xiii)). Notwithstanding anything to the contrary in this Section 1(b)(iii8(c), but subject to Section 4(c)(i3(d), until the Company delivers Common Stock representing the Company Conversion Amount to the Holder, the Company Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 43. In the event that the Holder elects to convert the Company Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Company Conversion Amount so converted shall be deducted from the Installment Amounts Amount(s) relating to the applicable Installment Dates Date(s) as set forth in the applicable Conversion Notice. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock in any Company Conversion hereunder. The Company shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issue and delivery of Common Stock in any name other than that of the Holder of this Note.

Mechanics of Company Conversion. Subject to Section 1(b)(v)3.4, if the Company delivers a Company Installment Notice and elects, or is deemed to have delivered a Company Installment Notice and deemed to have elected, in whole or in part, a Company Conversion in accordance with Section 1(b)(ii)8.1, then the applicable Company Conversion Amountremainder of this Section 8.2 shall apply. Notwithstanding anything else in this Section to the contrary, if anyan Equity Conditions Failure has occurred, which remains outstanding then the Company shall identify each such Equity Conditions Failure in the Company Installment Notice and request a waiver from Holder pursuant to Section 8.6 hereof. If such waiver is obtained, then the remainder of this Section 8.2 shall apply. If a waiver is not obtained, then the Company must deliver cash to the Holder in an amount equal to the Installment Amount (or such lessor amount authorized by the Holder in writing) pursuant to Section 8.3 hereof. (a) Provided that there is no Equity Conditions Failure as of the applicable Installment Notice Due Date (or any such failure is waived in whole or in part as permitted herein) and a Company Conversion is not otherwise prohibited under any other provision of this Note, no later than two (2) Trading Days after each applicable Installment Notice Due Date, the Company shall deliver to the Holder’s account the Pre-Installment Conversion Shares, and as to which the Holder shall be converted the owner thereof as of the applicable Installment Date Notice Due Date. (b) No later than two (2) Trading Days after each Installment Date, the Company shall deliver to the Holder’s account a number of shares of Common Stock equal to the amount, if any, by converting which the Post-Installment Conversion Shares exceed the Pre-Installment Conversion Shares previously delivered to Holder. If the Pre-Installment Conversion Shares on such the applicable Installment Date exceed the Post-Installment Conversion Shares, then the excess will be applied towards the next Pre-Installment Conversion Shares to be issued by the Company (unless the Outstanding Balance has been reduced to zero, in which case Holder will return such excess shares to the Company). The Company agrees to deliver to the Holder such calculations required under this Section 8.2(b) substantially in the form attached hereto as Exhibit C-1. (c) If an Event of Default occurs during any applicable Company Conversion Measuring Period (defined below), then Holder may elect to either (i) return any Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date, or (ii) retain such Pre-Installment Conversion Shares but only reduce the Company Conversion Amount at used to calculate the Company Pre-Installment Conversion Price; provided that Shares (and thereby only reduce the Equity Conditions are then satisfied (or waived in writing Outstanding Balance) by the Holder) on such Installment Date and that the Installment Volume Limitation is not exceeded (or waived in writing by the Holder). If the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Installment Date or the Installment Volume Limitation is exceeded, then at the option product of the Holder designated in writing to the Company, the Holder may require the Company to do any one or more of the following: (A) the Company shall redeem all or any part of the unconverted Company Conversion Amount designated by the Holder (such designated amount is referred applicable to as the “Unconverted Redemption Amount”) and the Company shall pay to the Holder within three (3) days of such Installment Date, Date multiplied by wire transfer of immediately available funds, an amount in cash equal to such Unconverted Redemption Amount, and/or (B) the Conversion Share Ratio (as defined in Section 28.9). “Company Conversion shall be null and void with respect to all or any part of Measuring Period” means the unconverted Company Conversion Amount designated by the Holder and the Holder shall be entitled to all the rights of a holder of this Debenture with respect to such designated amount of the Company Conversion Amount; provided, however, that the Conversion Price for such unconverted Company Conversion Amount shall thereafter be adjusted to equal the lesser of (1) the Company Conversion Price as in effect period beginning on the date applicable Installment Notice Due Date and ending on which the Holder voided the Company Conversion and (2) the Company Conversion Price as in effect on the date on which the Holder delivers a Conversion Notice relating thereto. If the Company fails to redeem any Unconverted Redemption Amount by the third (3rd) day following the applicable Installment Date, then the Holder shall have all rights under this Debenture (including, without limitation, such failure constituting an Event of Default). Notwithstanding anything to the contrary in this Section 1(b)(iii), but subject to Section 4(c)(i), until the Company delivers Common Stock representing the Company Conversion Amount to the Holder, the Company Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 4. In the event that the Holder elects to convert the Company Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Company Conversion Amount so converted shall be deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the applicable Conversion Notice.

Mechanics of Company Conversion. Subject to Section 1(b)(v), if If the Company delivers a Company pays any part of an Installment Notice and elects, or is deemed Amount pursuant to have elected, in whole or in part, a Company Conversion in accordance with Section 1(b)(ii8(a), then on the applicable Company Conversion Amount, if any, which remains outstanding as of third (3rd) Trading Day immediately preceding the applicable Installment Date the Company shall be converted as (i) direct Vasogen to, and upon such direction Vasogen shall or shall cause the Transfer Agent to, issue to the Holder, for delivery on or prior to the Installment Date, to the Holder's account with DTC a number of Common Shares equal to the applicable Installment Date by converting on such Installment Date quotient of (x) such Company Conversion Amount at (minus accrued and unpaid Interest included in such amount) divided by (y) the Initial Company Conversion Price; provided that Price (the Equity Conditions are then satisfied (or waived in writing by the Holder) on such "Pre-Installment Date and that the Installment Volume Limitation is not exceeded (or waived in writing by the HolderConversion Shares"). If the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Installment Date or the Installment Volume Limitation is exceeded, then at the option of the Holder designated in writing rounded to the Company, the Holder may require the Company to do any one or more of the following: nearest whole Common Share and (Aii) the Company shall redeem all or any part of the unconverted Company Conversion Amount designated by the Holder (such designated amount is referred to as the “Unconverted Redemption Amount”) and the Company shall pay to the Holder within three (3) days of such Installment DateHolder, in cash by wire transfer of immediately available funds, an the amount of any accrued and unpaid Interest included in cash such Company Conversion Amount. On the third (3rd) Trading Day immediately after the end of the Company Conversion Measuring Period (the "Installment Settlement Date"), the Company shall direct Vasogen to, and upon such direction Vasogen shall or shall cause the Transfer Agent to, deliver to the Holder's account with DTC a number of additional Conversion Shares, if any, equal to the Installment Balance Conversion Shares. If an Event of Default occurs during any applicable Company Conversion Measuring Period and the Holder elects an Event of Default Redemption in accordance with Section 4(b), then, at the Holder's option, either (A) the Holder, upon receipt of the Event of Default Redemption Price (which Redemption Price includes redemption of any portion of a Company Conversion Amount represented by Pre-Installment Conversion Shares that shall be returned to the Company and which Redemption Price shall be reduced to the extent any such Unconverted Redemption AmountCommon Shares are not returned to the Company), and/or shall return any Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date to Vasogen which the Holder has not otherwise sold, transferred or disposed of or (B) the Company Conversion Amount used to calculate the Event of Default Redemption Price shall be null and void with respect to all or any part of the unconverted Company Conversion Amount designated reduced by the Holder and the Holder shall be entitled to all the rights of a holder of this Debenture with respect to such designated amount of the Company Conversion Amount; provided, however, that the Conversion Price for such unconverted Company Conversion Amount shall thereafter be adjusted to equal the lesser product of (1) the Company Conversion Price as in effect on the date on which the Holder voided the Company Conversion and Amount applicable to such Installment Date multiplied by (2) the Conversion Share Ratio and, notwithstanding Section 14(a), in the case of this clause (B), the Event of Default Redemption Price shall be paid by the Company Conversion Price as in effect on the date on which to the Holder delivers a Conversion Notice relating thereto. If within five (5) Trading Days after the Company fails to redeem any Unconverted Redemption Amount by the third (3rd) day following the applicable Installment Date, then the Holder shall have all rights under this Debenture (including, without limitation, such failure constituting an Event end of Default). Notwithstanding anything to the contrary in this Section 1(b)(iii), but subject to Section 4(c)(i), until the Company delivers Common Stock representing the Company Conversion Amount to the Holder, the Company Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 4. In the event that the Holder elects to convert the Company Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Company Conversion Amount so converted shall be deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the applicable Conversion NoticeMeasuring Period.

Mechanics of Company Conversion. Subject to Section 1(b)(v), if (i) If the Company delivers a Company pays any part of an Installment Notice and elects, or is deemed Amount pursuant to have elected, in whole or in part, a Company Conversion in accordance with Section 1(b)(ii8(a), then on the applicable third (3rd) Trading Day immediately preceding the Installment Date the Company shall (i) direct Vasogen to, and upon such direction Vasogen shall or shall cause the Transfer Agent to, issue to the Holder, for delivery on or prior to the Installment Date, to the Holder's account with DTC a number of Common Shares equal to the quotient of (x) such Company Conversion Amount (minus accrued and unpaid Interest included in such amount) divided by (y) the Initial Company Conversion Price (the "Pre-Installment Conversion Shares"), rounded to the nearest whole Common Share and (ii) pay to the Holder, in cash by wire transfer of immediately available funds, the amount of any accrued and unpaid Interest included in such Company Conversion Amount. On the third (3rd) Trading Day immediately after the end of the Company Conversion Measuring Period (the "Installment Settlement Date"), the Company shall direct Vasogen to, and upon such direction Vasogen shall or shall cause the Transfer Agent to, deliver to the Holder's account with DTC a number of additional Conversion Shares, if any, equal to the Installment Balance Conversion Shares. If an Event of Default occurs during any applicable Company Conversion Measuring Period and the Holder elects an Event of Default Redemption in accordance with Section 4(b), then, at the Holder's option, either (A) the Holder, upon receipt of the Event of Default Redemption Price (which remains outstanding as Redemption Price includes redemption of any portion of a Company Conversion Amount represented by Pre-Installment Conversion Shares that shall be returned to the Company and which Redemption Price shall be reduced to the extent any such Common Shares are not returned to the Company), shall return any Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date to Vasogen which the Holder has not otherwise sold, transferred or disposed of or (B) the Conversion Amount used to calculate the Event of Default Redemption Price shall be converted as reduced by the product of (1) the Company Conversion Amount applicable Installment Date by converting on to such Installment Date such multiplied by (2) the Conversion Share Ratio and, notwithstanding Section 14(a), in the case of this clause (B), the Event of Default Redemption Price shall be paid by the Company Conversion Amount at to the Holder within five (5) Trading Days after the end of the Company Conversion Price; provided that Measuring Period. (ii) Subject to the provisions of the following sentence, if there is an Equity Conditions are then satisfied (or waived in writing by the Holder) on such Installment Date and that the Installment Volume Limitation is not exceeded (or waived in writing by the Holder). If the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Installment Date or the Installment Volume Limitation is exceededFailure, then at the option of the Holder designated in writing to the Company, the Holder may require the Company to do any one or more satisfy the payment of the followingrelevant Installment Amount in one of the following ways or a combination of both: (Ax) the Company shall redeem all or any part designated by the Holder of the unconverted Company Conversion Amount designated by the Holder (such designated amount is referred to as the “Unconverted "First Redemption Amount”") and the Company shall pay on such Installment Date or Installment Settlement Date, as applicable, by paying to the Holder within three (3) days of on such Installment Date or Installment Settlement Date, as applicable, by wire transfer of immediately available funds, an amount in cash equal to 125% of such Unconverted First Redemption Amount, and/or or (By) the Company Conversion shall be null and void with respect to all or any part designated by the Holder of the unconverted Company Conversion Amount designated by the Holder (other than any amount redeemed under clause (x) of this Section 8(c)(ii)) and the Holder shall be entitled to all the rights of a holder of this Debenture Note with respect to such designated amount of the Company Conversion Amount; providedfor the avoidance of doubt, however, that the Conversion Price for such unconverted Vasogen's failure to issue Common ▇▇▇▇▇▇ with respect to any Company Conversion Amount due to an Equity Conditions Failure shall thereafter not be adjusted deemed an Event of Default hereunder so long as the Company otherwise complies with the Holder's written designation in respect of the options set forth in (x) and (y) above with respect to equal such Company Conversion Amount. In the lesser event of an Equity Conditions Failure, at the Holder's option, either (A) the Holder shall, upon receipt of a First Redemption Amount (which amount includes redemption of any portion of a Company Conversion Amount represented by Pre-Installment Conversion Shares that shall be returned to the Company and which First Redemption Amount shall be reduced to the extent any such Common Shares are not returned to the Company), return any Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date to Vasogen which the Holder has not otherwise sold, transferred or disposed of or (B) any related First Redemption Amount shall be reduced by the product of (1I) the Company Conversion Price as Amount applicable to such Installment Date multiplied by (II) the Conversion Share Ratio and, notwithstanding the foregoing sentence, in effect on the date on which case of this clause (B), such First Redemption Amount shall be paid by the Company to the Holder voided within five (5) Trading Days after the end of the Company Conversion and (2) the Company Conversion Price as in effect on the date on which the Holder delivers a Conversion Notice relating theretoMeasuring Period. If the Company fails to redeem any Unconverted First Redemption Amount by the third (3rd) day following on or before the applicable Installment Date or Installment Settlement Date, as applicable, by payment of such amount on the applicable Installment Date or Installment Settlement Date, as applicable, then the Holder shall have the rights set forth in Section 14(a) as if the Company failed to pay the applicable Company Redemption Price and all other rights under this Debenture Note (including, without limitation, such failure constituting an Event of DefaultDefault described in Section 4(a)(xi)). Notwithstanding anything to the contrary in this Section 1(b)(iii8(c), but subject to Section 4(c)(i3(d), until the Company Vasogen delivers Common Stock Shares representing the Company Conversion Amount to the Holder, the Company Conversion Amount may be converted by the Holder into Common Stock Shares pursuant to Section 43. In the event that the Holder elects to convert the Company Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Company Conversion Amount so converted shall be deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the applicable Conversion Notice. (iii) If, in connection with any Company Conversion, Vasogen is unable to issue at the applicable Unadjusted Company Conversion Price all the Common Shares that, but for the application of the Exchange Cap, Vasogen would have been required to issue, then (A) Vasogen shall deliver to the Holder Common Shares in accordance with Section 8(c)(i) and (B) the Company shall pay to the Holder in cash, within ten (10) Trading Days of the applicable Installment Settlement Date, an amount equal to the product of (1) the number of Exchange Cap Limitation Shares applicable to such Installment Settlement Date and (2) the excess (if any) of (x) such Adjusted Company Conversion Price over (y) the Conversion Price (the "Company Conversion Make-Whole"). Notwithstanding the foregoing, in connection with such Company Conversion, if the Company is prohibited, pursuant to the rules and regulations of any applicable Principal Market, to effect a Company Conversion by both the delivery by Vasogen to the Holder of Common Shares and the payment by the Company of the Company Conversion Make-Whole in cash, then (1) the Company shall pay to the Holder, in cash, on the Installment Settlement Date, an amount (the "Exchange Cap Installment Payment") equal to the product of (A) the number of Exchange Cap Limitation Shares applicable to such Installment Settlement Date multiplied by (B) such Adjusted Company Conversion Price and upon such payment the Company's and Vasogen's obligations to such Ho▇▇▇▇ ▇▇th respect to such Company Conversion shall be deemed to be fully satisfied, and (2) such Holder shall return to Vasogen on or before such Installment Settlement Date any Common Shares issued to such Holder by Vasogen in connection with such Company Conversion; provided that in the event that the Holder cannot return any such Common Shares to Vasogen, the Company shall pay to the Holder, in lieu of the foregoing, an amount in cash equal to the difference between (x) the Exchange Cap Installment Payment and (y) the product of (I) the number of Pre-Installment Conversion Shares issued to the Holder multiplied by (II) the applicable Unadjusted Initial Company Conversion Price.

Mechanics of Company Conversion. Subject to Section 1(b)(v3(d), if the Company delivers a Company Installment Notice and elects, or is deemed to have elected, in whole or in part, a Company Conversion in accordance with Section 1(b)(ii8(a), then the applicable Company Conversion Amount, if any, which remains outstanding as of the applicable Installment Date shall be converted as of the applicable Installment Date by converting on such Installment Date such Company Conversion Amount at the Company Conversion Price; provided that the Equity Conditions are then have been satisfied (or waived in writing by the Holder) on such Installment Date and that the Installment Volume Limitation is not exceeded (or waived in writing by the Holder)Date. If the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Installment Date or the Installment Volume Limitation is exceededDate, then at the option of the Holder designated in writing to the Company, the Holder may require the Company to do any one or more of the following: (Ai) the Company shall redeem all or any part designated by the Holder of the unconverted Company Conversion Amount designated by the Holder (such designated amount is referred to as the “Unconverted First Redemption Amount”) on such Installment Date and the Company shall pay to the Holder within three (3) days of on such Installment Date, by wire transfer of immediately available funds, an amount in cash equal to 120% of such Unconverted First Redemption Amount, and/or or (Bii) the Company Conversion shall be null and void with respect to all or any part designated by the Holder of the unconverted Company Conversion Amount designated by the Holder and the Holder shall be entitled to all the rights of a holder of this Debenture Note with respect to such designated amount of the Company Conversion Amount; provided, however, that the Conversion Price for such unconverted Company Conversion Amount shall thereafter be adjusted to equal the lesser of (1A) the Company Conversion Price as in effect on the date on which the Holder voided the Company Conversion and (2B) the Company Conversion Price as in effect on the date on which the Holder delivers a Conversion Notice relating thereto. If the Company fails to redeem any Unconverted First Redemption Amount on or before the applicable Installment Date by the third (3rd) day following payment of such amount on the applicable Installment Date, then the Holder shall have the rights set forth in Section 12(a) as if the Company failed to pay the applicable Company Redemption Price and all other rights under this Debenture Note (including, without limitation, such failure constituting an Event of DefaultDefault described in Section 4(a)(xi)). Notwithstanding anything to the contrary in this Section 1(b)(iii8(c), but subject to Section 4(c)(i3(d), until the Company delivers Common Stock representing the Company Conversion Amount to the Holder, the Company Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 43. In the event that the Holder elects to convert the Company Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Company Conversion Amount so converted shall be deducted from the Installment Amounts relating Amount to the applicable be paid on such Installment Dates as set forth in the applicable Conversion NoticeDate.

Mechanics of Company Conversion. Subject to Section 1(b)(v), if If the Company delivers a Company Installment Notice and electsconfirms, or is deemed to have electedconfirmed, in whole or in part, a Company Conversion in accordance with Section 1(b)(ii8(a), then (1) on the third (3rd) Trading Day immediately following the delivery of the Company Installment Notice on the applicable Company Installment Notice Date (the “Initial Pre-Installment Conversion AmountShares Date”), (A) the Company shall, or shall direct the Transfer Agent to, credit the Holder’s account with DTC (or if anythe Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, which remains outstanding issue and deliver to the Holder a certificate for) a number of shares of Common Stock (the “Initial Pre-Installment Conversion Shares”) equal to the quotient of (x) the Company Conversion Amount as of the applicable Installment Date divided by (y) the Company Pre-Installment Conversion Price then in effect for such Installment Date and (B) in the event of the Conversion Floor Price Condition, the Company shall be converted deliver to the Holder the applicable Conversion Initial Pre-Installment Floor Amount, (2) in addition, in the event the Holder delivers an Acceleration Notice (as of defined in Section 8(e)) at least three (3) Trading Days prior to the applicable Installment Date Date, on the Trading Day immediately following the Holder’s delivery of such Acceleration Notice to the Company (such date, the “Additional Pre-Installment Conversion Shares Date”) (A) the Company shall, or shall direct the Transfer Agent to, credit the Holder’s account with DTC (or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder a certificate for) a number of shares of Common Stock (the “Additional Pre-Installment Conversion Shares” and together with the Initial Pre-Installment Conversion Shares, the “Pre-Installment Conversion Shares”) equal to the quotient of (x) the Accelerated Amount(s) (as defined in Section 8(e)) set forth in such Acceleration Notice divided by converting on (y) the Company Pre-Installment Conversion Price then in effect for such Installment Date such Company and (B) in the event of the Conversion Amount at Floor Price Condition, the Company shall deliver to the Holder the applicable Conversion PriceAdditional Pre-Installment Floor Amount, and (3) on the applicable Installment Date, (A) the Company shall, or shall direct the Transfer Agent to, credit the Holder’s account with DTC (or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder a certificate) for an additional number of shares of Common Stock, if any, equal to the Installment Balance Conversion Shares and (B) in the event of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable Conversion ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇; provided provided, that the Equity Conditions are then have been satisfied (or waived in writing by the Holder) on each day during the period commencing on such Company Installment Notice Date through the applicable Installment Date. On the second (2nd) Trading Day immediately after the end of the applicable Measuring Period, the Company shall deliver a notice setting forth the calculation of the Installment Balance Conversion Shares (and the calculation of the component parts of such calculation) to the Holders. If an Event of Default occurs or is continuing at any time during the period from the applicable Company Installment Notice Date through the applicable Installment Date, then, at the option of the Holder designated in writing to the Company, either (i) the Holder shall return to the Company all, or any part, of such Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date or (ii) the Conversion Amount used to calculate the Event of Default Redemption Price shall be reduced by the product of (x) the Company Conversion Amount applicable to such Installment Date (as adjusted downward proportionally with respect to any Pre-Installment Conversion Shares returned to the Company pursuant to clause (i) above) multiplied by (y) the Conversion Share Ratio. All Pre-Installment Conversion Shares and Installment Balance Conversion Shares shall be fully paid and nonassessable shares of Common Stock (rounded to the nearest whole share). If the Equity Conditions are not satisfied as of the Company Installment Notice Date, then unless the Company has elected to redeem such Installment Amount, the Company Installment Notice shall indicate that unless the Holder waives the Equity Conditions, the Installment Amount shall be redeemed for cash. If the Company confirmed (or is deemed to have confirmed by operation of Section 8(a)) the conversion of the applicable Company Conversion Amount, in whole or in part, and there was no Equity Conditions Failure as of the applicable Company Installment Notice Date (or is deemed to have certified that the Equity Conditions in connection with any such conversion have been satisfied by operation of Section 8(a)) but an Equity Conditions Failure occurred between the applicable Company Installment Volume Limitation is not exceeded Notice Date and any time through the applicable Installment Date (or waived in writing by the Holder“Interim Installment Period”), the Company shall provide the Holder a subsequent notice to that effect. If the Equity Conditions are not satisfied (or waived in writing by the Holder) on during such Interim Installment Date or the Installment Volume Limitation is exceededPeriod, then at the option of the Holder designated in writing to the Company, the Holder may require the Company to do any either one or more both of the following: (Ai) the Company shall redeem all or any part of the unconverted Company Conversion Amount designated by the Holder of the Company Conversion Amount (such designated amount is referred to as the “Unconverted First Redemption Amount”) on such Installment Date and the Company shall pay to the Holder within three (3) days of on such Installment Date, by wire transfer of immediately available funds, an amount in cash equal to 125% of such Unconverted First Redemption Amount, Amount and/or (Bii) the Company Conversion shall be null and void with respect to all or any part designated by the Holder of the unconverted Company Conversion Amount designated by the Holder and the Holder shall be entitled to all the rights of a holder of this Debenture Note with respect to such designated amount of the Company Conversion Amount; provided, however, that the Conversion Price for such unconverted Company Conversion Amount shall thereafter be adjusted to equal the lesser of (1A) the Company Conversion Price as in effect on the date on which the Holder voided the Company Conversion and (2B) the Company Conversion Price as in effect on the date on which the Holder delivers a Conversion Notice relating thereto; provided, further that, at the Holder’s option, either (I) the Holder shall return any Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date or (II) the applicable First Redemption Amount shall be reduced by the product of (X) the Company Conversion Amount applicable to such Installment Date multiplied by (Y) the Conversion Share Ratio. If the Company fails to redeem any Unconverted First Redemption Amount on or before the applicable Installment Date by the third (3rd) day following payment of such amount on the applicable Installment Date, then the Holder shall have the rights set forth in Section 12(a) as if the Company failed to pay the applicable Company Installment Redemption Price (as defined below) and all other rights under this Debenture Note (including, without limitation, such failure constituting an Event of DefaultDefault described in Section 4(a)(v)). Notwithstanding anything to the contrary in this Section 1(b)(iii8(b), but subject to the limitations set forth in Section 4(c)(i3(d), until the Company credits the Holder’s account with DTC, or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issues and delivers to the Holder a certificate for, the shares of Common Stock representing the Company Conversion Amount to the Holder, the Company Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 43. In the event that the Holder elects to convert the Company Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Company Conversion Amount so converted shall be deducted in reverse order starting from the final Installment Amounts relating Amount to be paid hereunder on the applicable final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates as set forth hereunder in the applicable Conversion Notice. Notwithstanding anything herein to the contrary, if, with respect to any Installment Date, the number of Pre-Installment Conversion Shares delivered to the Holder exceeds the number of Post-Installment Conversion Shares with respect to such Installment Date, then the number of shares of Common Stock equal to such excess (the “Excess Share Amount”) shall constitute a credit, at the option of the Holder, against the number of shares of Common Stock to be issued to the Holder either (x) in any conversion of this Note pursuant to Section 3(c)(i) as selected by the Holder or (y) on the last Installment Date hereunder. If on the Maturity Date there remains an Excess Share Amount that has not so been credited to the Holder, the Holder shall on or prior to the date that is thirty (30) days following the Maturity Date either return to the Company a number of shares of Common Stock equal to the applicable Excess Share Amount or pay the Company a cash amount equal to the product of (I) such Excess Share Amount and (II) the Company Conversion Price in effect on the Maturity Date.

Mechanics of Company Conversion. Subject to Section 1(b)(v3(d), if the Company delivers a Company Installment Notice and elects, or is deemed to have delivered a Company Installment Notice and deemed to have elected, in whole or in part, a Company Conversion in accordance with Section 1(b)(ii8(a), then the remainder of this Section 8(b) shall apply. The applicable Company Conversion Amount, if any, which remains outstanding as of the applicable Installment Date shall be converted as of the applicable Installment Date by converting on such Installment Date such Company Conversion Amount at the Company Conversion Price; Price and the Company shall, on the applicable Installment Date, deliver to the Holder’s account with DTC such shares of Common Stock issued upon such conversion (subject to the reduction contemplated by the immediately following sentence and, if applicable, the last sentence of this Section 8(b)), provided that the Equity Conditions are then satisfied (or waived in writing by the Holder) on such Installment Date and that the Installment Volume Limitation a Company Conversion is not exceeded (or waived in writing otherwise prohibited under any other provision of this Note. The number of shares of Common Stock to be delivered upon such Company Conversion shall be reduced by the Holdernumber of any Pre-Installment Conversion Shares delivered in connection with such Installment Date. If an Event of Default occurs during any applicable Company Conversion Measuring Period, then either (i) the Holder shall return any Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date or (ii) the Conversion Amount used to calculate the Event of Default Redemption Price shall be reduced by the product of (x) the Company Conversion Amount applicable to such Installment Date multiplied by (y) the Conversion Share Ratio (as defined below). If any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Installment Date or the Installment Volume Limitation a Company Conversion is exceedednot otherwise permitted under any other provision of this Note, then then, at the option of the Holder designated in writing to the Company, the Holder may require the Company to do any one or more of the following: (Ai) the Company shall redeem all or any part designated by the Holder of the unconverted Company Conversion Amount designated by the Holder (such designated amount is referred to as the “Unconverted Designated Redemption Amount”) and the Company shall pay to the Holder within three (3) days of such Installment Date, by wire transfer of immediately available funds, an amount in cash equal to 135% of such Unconverted Designated Redemption Amount, and/or (Bii) the Company Conversion shall be null and void with respect to all or any part designated by the Holder of the unconverted Company Conversion Amount designated by the Holder and the Holder shall be entitled to all the rights of a holder of this Debenture Note with respect to such designated amount part of the Company Conversion Amount; provided, however, that the Conversion Price for such designated part of such unconverted Company Conversion Amount shall thereafter be adjusted to equal the lesser of (1A) the Company Conversion Price as in effect on the date on which the Holder voided the Company Conversion and (2B) the Company Conversion Price as that would be in effect on the date on which the Holder delivers a Conversion Notice relating theretothereto as if such date was an Installment Date. In addition, if any of the Equity Conditions are not satisfied (or waived in writing by the Holder) on such Installment Date or a Company Conversion is not otherwise permitted under any other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date or (II) the applicable Designated Redemption Amount shall be reduced by the product of (X) the Company Conversion Amount applicable to such Installment Date multiplied by (Y) the Conversion Share Ratio. If the Company fails to redeem any Unconverted Designated Redemption Amount by the third (3rd) day following the applicable Installment Date by payment of such amount on the applicable Installment Date, then the Holder shall have the rights set forth in Section 12(a) as if the Company failed to pay the applicable Company Installment Redemption Price (as defined below) and all other rights under this Debenture Note (including, without limitation, such failure constituting an Event of DefaultDefault described in Section 4(a)(xv)). Notwithstanding anything to the contrary in this Section 1(b)(iii8(b), but subject to Section 4(c)(i3(d), until the Company delivers Common Stock representing the Company Conversion Amount to the Holder, the Company Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 43. In the event that the Holder elects to convert the Company Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Company Conversion Amount so converted shall be deducted from the Installment Amounts Amount(s) relating to the applicable Installment Dates Date(s) as set forth in the applicable Conversion Notice. If, with respect to an Installment Date, the number of Pre-Installment Conversion Shares delivered to the Holder exceeds the number of Post-Installment Conversion Shares with respect to such Installment Date, then the number of shares of Common Stock equal to such excess shall constitute a credit against the number of shares of Common Stock to be issued to such Holder pursuant to Sections 3 and 8(a) hereof and shall reduce the number of shares of Common Stock required to be actually issued by the Company to the Holder under such sections on a share-for-share basis until such time as the number of shares that would have been issued by the Company to such Holder (not taking account of such credit) equals the amount of such excess. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock in any Company Conversion hereunder.

Mechanics of Company Conversion. Subject to Section 1(b)(v), if If the Company delivers a Company Installment Notice and electsconfirms, or is deemed to have electedconfirmed, in whole or in part, a Company Conversion in accordance with Section 1(b)(ii8(a), then (1) on the third (3rd) Trading Day immediately following the delivery of the Company Installment Notice on the applicable Company Installment Notice Date (the “Initial Pre-Installment Conversion AmountShares Date”), (A) the Company shall, or shall direct the Transfer Agent to, credit the Holder’s account with DTC (or if anythe Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, which remains outstanding issue and deliver to the Holder a certificate for) a number of shares of Common Stock (the “Initial Pre-Installment Conversion Shares”) equal to the quotient of (x) the Company Conversion Amount as of the applicable Installment Date divided by (y) the applicable Company Pre-Installment Conversion Price and (B) in the event of the Conversion Floor Price Condition, the Company shall be converted deliver to the Holder the applicable Conversion Initial Pre-Installment Floor Amount, (2) in addition, in the event the Holder delivers an Acceleration Notice (as of defined in Section 8(e)) at least three (3) Trading Days prior to the applicable Installment Date by converting Date, on the Trading Day immediately following the Holder’s delivery of such Installment Date such Company Conversion Amount at Acceleration Notice to the Company (such date, the “Additional Pre-Installment Conversion PriceShares Date”) (A) the Company shall, or shall direct the Transfer Agent to, credit the Holder’s account with DTC (or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder a certificate for) a number of shares of Common Stock (the “Additional Pre-Installment Conversion Shares” and together with the Initial Pre-Installment Conversion Shares, the “Pre-Installment Conversion Shares”) equal to the quotient of (x) the Accelerated Amount(s) (as defined in Section 8(e)) set forth in such Acceleration Notice divided by (y) the applicable Company Pre-Installment Conversion Price and (B) in the event of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable Conversion Additional Pre-Installment Floor Amount, and (3) on the applicable Installment Date, (A) the Company shall, or shall direct the Transfer Agent to, credit the Holder’s account with DTC (or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder a certificate) for an additional number of shares of Common Stock, if any, equal to the Installment Balance Conversion Shares and (B) in the event of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable Conversion Balance Floor Amount; provided provided, that the Equity Conditions are then have been satisfied (or waived in writing by the Holder) on each day during the period commencing on such Company Installment Notice Date through the applicable Installment Date. On the second (2nd) Trading Day immediately after the end of the applicable Measuring Period, the Company shall deliver a notice setting forth the calculation of the Installment Balance Conversion Shares (and the calculation of the component parts of such calculation) to the Holders. If an Event of Default occurs or is continuing at any time during the period from the applicable Company Installment Notice Date through the applicable Installment Date, then, at the option of the Holder designated in writing to the Company, either (i) the Holder shall return to the Company all, or any part, of such Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date or (ii) the Conversion Amount used to calculate the Event of Default Redemption Price shall be reduced by the product of (x) the Company Conversion Amount applicable to such Installment Date (as adjusted downward proportionally with respect to any Pre-Installment Conversion Shares returned to the Company pursuant to clause (i) above) multiplied by (y) the Conversion Share Ratio. All Pre-Installment Conversion Shares and Installment Balance Conversion Shares shall be fully paid and nonassessable shares of Common Stock (rounded to the nearest whole share). If the Equity Conditions are not satisfied as of the Company Installment Notice Date, then unless the Company has elected to redeem such Installment Amount, the Company Installment Notice shall indicate that unless the Holder waives the Equity Conditions, the Installment Amount shall be redeemed for cash. If the Company confirmed (or is deemed to have confirmed by operation of Section 8(a)) the conversion of the applicable Company Conversion Amount, in whole or in part, and there was no Equity Conditions Failure as of the applicable Company Installment Notice Date (or is deemed to have certified that the Equity Conditions in connection with any such conversion have been satisfied by operation of Section 8(a)) but an Equity Conditions Failure occurred between the applicable Company Installment Volume Limitation is not exceeded Notice Date and any time through the applicable Installment Date (or waived in writing by the Holder“Interim Installment Period”), the Company shall provide the Holder a subsequent notice to that effect. If the Equity Conditions are not satisfied (or waived in writing by the Holder) on during such Interim Installment Date or the Installment Volume Limitation is exceededPeriod, then at the option of the Holder designated in writing to the Company, the Holder may require the Company to do any either one or more both of the following: (Ai) the Company shall redeem all or any part of the unconverted Company Conversion Amount designated by the Holder of the Company Conversion Amount (such designated amount is referred to as the “Unconverted First Redemption Amount”) on such Installment Date and the Company shall pay to the Holder within three (3) days of on such Installment Date, by wire transfer of immediately available funds, an amount in cash equal to 125% of such Unconverted First Redemption Amount, Amount and/or (Bii) the Company Conversion shall be null and void with respect to all or any part designated by the Holder of the unconverted Company Conversion Amount designated by the Holder and the Holder shall be entitled to all the rights of a holder of this Debenture Note with respect to such designated amount of the Company Conversion Amount; provided, however, that the Conversion Price for such unconverted Company Conversion Amount shall thereafter be adjusted to equal the lesser of (1A) the Company Conversion Price as in effect on the date on which the Holder voided the Company Conversion and (2B) the Company Conversion Price as in effect on the date on which the Holder delivers a Conversion Notice relating thereto; provided, further that, at the Holder’s option, either (I) the Holder shall return any Pre-Installment Conversion Shares delivered in connection with the applicable Installment Date or (II) the applicable First Redemption Amount shall be reduced by the product of (X) the Company Conversion Amount applicable to such Installment Date multiplied by (Y) the Conversion Share Ratio. If the Company fails to redeem any Unconverted First Redemption Amount on or before the applicable Installment Date by the third (3rd) day following payment of such amount on the applicable Installment Date, then the Holder shall have the rights set forth in Section 12(a) as if the Company failed to pay the applicable Company Installment Redemption Price (as defined below) and all other rights under this Debenture Note (including, without limitation, such failure constituting an Event of DefaultDefault described in Section 4(a)(iv)). Notwithstanding anything to the contrary in this Section 1(b)(iii8(b), but subject to the limitations set forth in Section 4(c)(i3(d), until the Company credits the Holder’s account with DTC, or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issues and delivers to the Holder a certificate for, the shares of Common Stock representing the Company Conversion Amount to the Holder, the Company Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 43. In the event that the Holder elects to convert the Company Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Company Conversion Amount so converted shall be deducted in reverse order starting from the final Installment Amounts relating Amount to be paid hereunder on the applicable final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates as set forth hereunder in the applicable Conversion Notice. Notwithstanding anything herein to the contrary, if, with respect to any Installment Date, the number of Pre-Installment Conversion Shares delivered to the Holder exceeds the number of Post-Installment Conversion Shares with respect to such Installment Date, then the number of shares of Common Stock equal to such excess (the “Excess Share Amount”) shall constitute a credit, at the option of the Holder, against the number of shares of Common Stock to be issued to the Holder either (x) in any conversion of this Note pursuant to Section 3(c)(i) as selected by the Holder or (y) on the last Installment Date hereunder. If on the Maturity Date there remains an Excess Share Amount that has not so been credited to the Holder, the Holder shall on or prior to the date that is thirty (30) days following the Maturity Date either return to the Company a number of shares of Common Stock equal to the applicable Excess Share Amount or pay the Company a cash amount equal to the product of (I) such Excess Share Amount and (II) the Company Conversion Price in effect on the Maturity Date.