Common use of Method of Conversion Clause in Contracts

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex ANNEX A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex ANNEX A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments any amounts due pursuant to Section 10.1 of the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureAgreement. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth hereinTo convert this Note, upon Holder must deliver a conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger notice substantially in the form of attached hereto as Annex A attached hereto (a copy of which shall be delivered to during the Company or transfer agent with each Notice of Conversion)Conversion Period. It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for No fractional shares of Common Stock shall be absolute and unconditionalissued upon conversion of this Note. In lieu of any fractional share to which Holder would otherwise be entitled upon conversion of this Note, irrespective the Company will pay to Holder in cash the amount of the absence unconverted principal balance of any action by this Note that would otherwise be converted into such fractional share. Upon the Holder to enforce the sameconversion of this Note, any waiver or consent with respect to any provisions thereof▇▇▇▇▇▇ shall surrender this Note, the recovery of any judgment against any person or any action by the Holder to enforce the sameduly endorsed, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to at the Company’s principal office, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, at its expense and as soon as practicablepracticable thereafter, return issue and deliver to Holder at such unconverted Convertible Debenture principal office one or more certificates for the number of shares of Common Stock to which Holder is entitled (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with a check payable to Holder for any cash amounts payable as described herein. Any conversion of this Note shall be deemed to have been made immediately prior to the close of business on the date of this Note’s surrender, and the person or persons entitled to receive Common Stock upon such conversion shall be treated for all purposes as the record holder oror holders of such Common Stock as of such date. Upon this Note’s conversion, if the Convertible Debenture has not been surrenderedCompany will be forever released from all of its obligations and liabilities hereunder with regard to that portion of the principal amount being converted, adjust its records including without limitation the obligation to reflect that pay such portion of the principal amount and accrued interest. If this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined Note is converted in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4part only, the Company shall use its best efforts execute and deliver to cause its transfer agent to electronically transmit Holder a new unsecured promissory note in the Common Stock issuable upon conversion principal amount equal to the Holder by crediting the account unconverted portion of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission Systemthis Note.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder Company shall not be required to physically surrender this Convertible Debenture Note to the Company Holder unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, The Company and the Holder shall maintain records showing the principal amount so converted (or otherwise repaid) and the date of such conversion conversions or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered use such other method, reasonably satisfactory to the Company or transfer agent with Holder and the Company, so as not to require physical surrender of this Convertible Note upon each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repaymentssuch conversion. In the event of any dispute or discrepanciesdiscrepancy, such records maintained by of the Holder Company shall be controlling and determinative in the absence of manifest error or failure error. Notwithstanding the foregoing, if any portion of this Convertible Note is converted as aforesaid, the Company may not transfer this Convertible Note unless the Holder first physically surrenders this Convertible Note to record the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes), may request, representing in the aggregate the remaining unpaid principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativethis Convertible Note. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of -------------------------------------------------------------------------------- CONVERTIBLE NOTE No. 1- Page 5 84661.5 (Vitech America, Inc.) this Convertible DebentureNote, the unpaid and unconverted principal amount of this Convertible Note represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which Note may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 42, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 11:00 p.m., E.S.T.New York City Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the second (2nd) business day after the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note following delivery of a properly completed Notice of Conversion for any reason, then (unless the Holder otherwise elects to retain its -------------------------------------------------------------------------------- CONVERTIBLE NOTE No. 1- Page 6 84661.5 (Vitech America, Inc.) status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 2.3) for the Company's failure to convert this Convertible DebentureNote. (e) In lieu of delivering physical certificates representing the shares of Common Stock issuable assessable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 2.1 and in this Section 4.42.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the shares of Common Stock issuable assessable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission Systemsystem.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder Company hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder Company shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativeerror. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T.New York Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's ’s account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's ’s obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureDefault. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's ’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's ’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything The right of the Holder to convert this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the contrary set forth hereinTransfer Agent at the addresses or telephone line facsimile transmission number provided in or pursuant to the Transfer Agent Instruction, a Conversion Notice. On the date the Conversion Notice is delivered, the Company shall acknowledge the Conversion Notice and forward the Conversion Notice as so acknowledged to the Transfer Agent. The number of shares of Common Stock to be issued upon each conversion of this Convertible Debenture Note shall be the number set forth in accordance with the terms hereofapplicable Conversion Notice, which number shall be conclusive absent manifest error. The Company shall notify the Holder shall not be required to physically surrender this Convertible Debenture to of any claim by the Company of manifest error in a Conversion Notice within one Trading Day after the Holder gives such Conversion Notice and no such claim of error shall limit or delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing Company notifies the principal amount converted Holder by telephone line facsimile transmission within one Trading Day after a Conversion Notice has been given (or otherwise repaidwhich notice from the Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be effective on the date given if the Holder promptly undertakes to correct all such defects. If the Company shall have notified the Transfer Agent and such holder of any such manifest error, and the Company and such holder do not agree as to a resolution of such manifest error on or before the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to notice by the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepanciesan error in such Conversion Notice, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling on the date such notice is given submit the dispute to Ernst & Young LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and determinativeshall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent and such holder within one Trading Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination (but in any event within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent), the Transfer Agent shall issue to the converting Holder any additional shares of Common Stock to which such holder is entitled based on the determination of the Auditors. The Transfer Agent is authorized and directed to rely on the Auditors' determination. If the Auditors shall fail to notify the Transfer Agent of their determination within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent, then the Transfer Agent shall, within three Trading Days after receipt of the applicable Conversion Notice, issue to the converting holder any additional shares of Common Stock to which such Holder and is entitled based on the applicable Conversion Notice. The Company shall pay any assignee, by acceptance transfer or issuance taxable payable in connection with any conversion of this Convertible Debenture, acknowledge and agree that, by reason of Note except that the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name)Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion of this Note. (b) If the Holder elects to convert this Note in accordance with Section 2.1(a), the Holder shall not be required to surrender this Note physically unless the entire unpaid principal amount of this Note is so converted. The Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted without physical surrender of this Note to the Company as aforesaid, the Holder may not transfer this Note unless (1) the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note and (2) such transfer is otherwise in compliance with Section 7.7 hereof. The Company may by notice to the Holder from time to time require the Holder to surrender this Note in exchange for the issuance by the Company of a new Note in a principal amount equal to the outstanding principal amount of this Note and otherwise having terms identical to this Note. Such new Note shall be delivered by the Company to the Holder within three Trading Days after the Company receives this Note from the Holder in response to such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof. (c) Subject In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that the Holder shall have the right thereafter to convert this Note into the kind of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by the persons who were holders of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such consolidation, merger, sale, transfer or share exchange. If, in connection with any such consolidation, merger, sale, transfer or share exchange each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company shall provide or cause to be provided to the Holder the right to elect the securities, cash or other assets into which this Note shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). The Company shall not effect any such transaction unless the provisions of this paragraph have been complied with. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. Whenever the Company shall propose to take any of the actions specified in this Section 5 hereof2.3(c), upon the Company shall cause a notice to be mailed to the Holder at least 20 days prior to the date on which the books of the Company will close or on which a record will be taken for such action. Such notice shall specify the action proposed to be taken by the Company and the date as of which holders of record of the Common Stock shall participate in any such actions or be entitled to exchange their Common Stock for securities or other property, as the case may be. (d) Upon receipt by the Company Transfer Agent from the Holder of a Conversion Notice meeting the requirements for conversion as provided in Section 2.1(a) and this Section 2.3, the Company shall issue and deliver or cause to be issued and delivered to the Holder certificates for the Common Stock issuable upon such conversion by the close of Conversionbusiness on the third Trading Day after the date of such receipt, and as of the close of business on the date of receipt of such Conversion Notice the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest and Default Interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, and all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversionconversion except as otherwise provided herein. Subject to Section 5 hereof, if If the Holder shall have given a Conversion Notice in accordance with the terms of Conversion as provided hereinthis Note, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of recordHolder, 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 CompanyCompany or any violation or alleged violation of law by the Holder or any other person, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date occurrence of receipt (including receipt via telecopy) an event which requires an equitable adjustment of such Notice the Market Price as contemplated by the definition thereof in Section 6.1 shall in no way restrict or delay the right of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all to receive shares of Common Stock prior to the expiration of the Deadline with respect to a upon conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent implement such adjustment on terms reasonably acceptable to electronically transmit the Holder within two Business Days after such occurrence. If the Company fails to issue and deliver the certificates for the Common Stock to the Holder pursuant to the first sentence of this Section 2.3(d) as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law (1) the Company shall pay or reimburse the Holder on demand for all out-of-pocket expenses, including, without limitation, fees and expenses of legal counsel, incurred by the Holder as a result of such failure, (2) the Conversion Percentage used to determine the Conversion Price applicable to such conversion shall be reduced by one percentage point from the Conversion Percentage otherwise used to calculate the Conversion Price applicable to such conversion or, if such conversion is based on the Ceiling Price, the ceiling price used to determine the Conversion Price applicable to such conversion shall be reduced by one percentage point from the amount that the Conversion Price otherwise would have been without reduction pursuant hereto, in either case, for each Trading Day after such third Trading Day until such shares of Common Stock are delivered to the Holder and (3) the Holder may by notice (which may be given by mail, courier, personal service or telephone line facsimile transmission) or oral notice (promptly confirmed in writing) given at any time prior to delivery to the Holder of the shares of Common Stock issuable upon such conversion of this Note, rescind such conversion, whereupon the Holder shall have the right to convert this Note thereafter in accordance herewith. (e) No fractional shares of Common Stock shall be issued upon conversion of this Note but, in lieu of any fraction of a share of Common Stock which would otherwise be issuable in respect of the aggregate number of such shares converted at one time by the same holder, the Company may round the number of shares of Common Stock issued on such conversion up to the Holder next highest whole share or may pay lawful money of the United States of America for such fractional share, based on a value of one share of Common Stock being equal to the Market Price, as reported by crediting Bloomberg, L.P, of the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission SystemCommon Stock on the date the applicable Conversion Notice is given to the Company.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureDefault. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically Specifically contemplated that the Holder Company hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder Company shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativeerror. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in the street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, conversion the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T.5:00p.m. New York Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything The right of the Holder to convert this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the contrary set forth hereinConversion Agent, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture a copy to the Company unless Company, a Conversion Notice stating the entire unpaid principal amount of this Convertible Debenture Note which, together with interest and Default Interest, if any, as provided in this Note, is so converted. Rather, records showing the principal amount being converted (or otherwise repaid) and the date number of shares of Common Stock to be issued upon such conversion. The number of shares of Common Stock to be issued upon each conversion or repayment of this Note shall be maintained on a ledger substantially the number set forth in the form of Annex A attached hereto (a copy of applicable Conversion Notice, which number shall be delivered to conclusive absent manifest error. The Company shall notify the Holder of any claim by the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error in a Conversion Notice within two Trading Days after the Holder gives such Conversion Notice and no such claim of error shall limit or failure delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the Company notifies the Holder to record the principal amount converted by telephone line facsimile transmission within two Trading Days after a Conversion Notice has been given (or otherwise repaid) which notice from time to time, in which events the record of the Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be controlling and determinativeeffective on the date given if the Holder promptly undertakes in writing to correct all such defects. The Holder and Company shall pay any assignee, by acceptance transfer taxes arising in connection with any conversion of this Convertible Debenture, acknowledge and agree that, by reason of Note except that the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name)Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person Person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) Persons requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with such conversion. (b) If the Holder elects to convert this Note in accordance with Section 2.1, the Holder shall not be required to physically surrender this Note unless the entire unpaid principal amount of this Note is so converted. The Company shall maintain records showing the principal amount and the amount of interest so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid the Holder may not transfer this Note unless (1) the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note and (2) such transfer is otherwise in compliance with Section 7.7 hereof. THE HOLDER AND ANY ASSIGNEE HEREOF, BY ACCEPTANCE OF THIS NOTE, ACKNOWLEDGES AND AGREES THAT, BY REASON OF THE PROVISIONS OF THIS PARAGRAPH, FOLLOWING CONVERSION OF A PORTION OF THIS NOTE, THE UNPAID AND UNCONVERTED PRINCIPAL AMOUNT OF THIS NOTE REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNT STATED ON THE FACE HEREOF. (c) Subject In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that the Holder shall have the right thereafter to convert this Note into the kind of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by the Persons who were holders of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such consolidation, merger, sale, transfer or share exchange. If, in connection with any such consolidation, merger, sale, transfer or share exchange each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company shall provide or cause to be provided to the Holder the right to elect the securities, cash or other assets into which this Note shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). The Company shall not effect any such transaction unless the provisions of this paragraph have been complied with. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. Whenever the Company shall propose to take any of the actions specified in this Section 5 hereof2.3(c), upon the Company shall cause a notice to be mailed to the Holder at least 20 days prior to the date on which the books of the Company will close or on which a record will be taken for such action. Such notice shall specify the action proposed to be taken by the Company and the date as of which holders of record of the Common Stock shall participate in any such actions or be entitled to exchange their Common Stock for securities or other property, as the case may be. (d) Upon receipt by the Company Conversion Agent from the Holder of a Conversion Notice, the Company shall issue and deliver or cause to be issued and delivered to the Holder certificates for the Common Stock issuable upon such conversion by the close of business on the third Business Day after the date of such receipt, and as of the close of business on the date of receipt of such Conversion Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, and all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Conversion Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person Person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of recordHolder, 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 CompanyCompany or any violation or alleged violation of law by the Holder or any other Person, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be If the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding Company fails to issue and deliver the foregoing, if a Holder has not received certificates for all shares of the Common Stock prior to the expiration of Holder pursuant to the Deadline with respect to a conversion of any portion first sentence of this Convertible Debenture for Section 2.3(d) as and when required to do so, in addition to any reasonother liabilities the Company may have hereunder and under applicable law, then (unless 1) the Company shall pay or reimburse the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In on demand for all cases, the Holder shall retain all of its rights and remedies (out-of-pocket expenses including, without limitation, fees and expenses of legal counsel incurred by the Holder as a result of such failure, (i2) for each Trading Day thereafter on which the Company so fails to deliver such certificates, the Conversion Price applicable to such conversion shall be reduced by an amount equal to one percent (1%) of the amount that the Conversion Price would otherwise be and (3) the Holder may by written notice (which may be given by mail, courier, personal service or telephone line facsimile transmission) or oral notice (promptly confirmed in writing) given at any time prior to delivery to the Holder of the certificates for the shares of Common Stock issuable upon such conversion of this Note, rescind such conversion, whereupon the Holder shall have the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined convert this Note thereafter in accordance with Section 4.3 for the Company's failure to convert this Convertible Debentureherewith. (e) In No fractional shares of Common Stock shall be issued upon conversion of this Note but, in lieu of delivering physical certificates representing any fraction of a share of Common Stock which would otherwise be issuable in respect of the aggregate number of such shares converted at one time by the same holder, the Company may round the number of shares of Common Stock issued on such conversion up to the next highest whole share or may pay lawful money of the United States of America, based on a value of one share of Common Stock being equal to the last sale price of the Common Stock issuable upon conversion, provided on the date the applicable Conversion Notice is given to the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4as reported by Bloomberg, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.L.P.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion The right of this Convertible Debenture in accordance with the terms hereof, the Holder to convert this Note shall not be required to physically surrender this Convertible Debenture exercised by delivering to the Company unless a Conversion Notice stating the entire unpaid principal amount of this Convertible Debenture Note which, together with interest as provided in this Note, is so being converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance issue and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name)Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with such conversion. (b) If the Holder elects to convert this Note in accordance with Section 2.1, the Holder shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Holder and the Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledges and agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof. (c) Subject In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that the Holder shall have the right thereafter to convert this Note into the kind of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by the persons who were holders of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such consolidation, merger, sale, transfer or share exchange. If, in connection with any such consolidation, merger, sale, transfer or share exchange each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company shall provide or cause to be provided to the Holder the right to elect the securities, cash or other assets into which this Note shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). The Company shall not effect any such transaction unless the provisions of this paragraph have been complied with. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. Whenever the Company shall propose to take any of the actions specified in this Section 5 hereof2.4(c), upon the Company shall cause a notice to be mailed at least 20 days prior to the date on which the books of the Company will close or on which a record will be taken for such action, to the Holder. Such notice shall specify the action proposed to be taken by the Company and the date as of which holders of record of the Common Stock shall participate in any such actions or be entitled to exchange their Common Stock for securities or other property, as the case may be. Failure by the Company to mail the notice or any defect in such notice shall not affect the validity of the transaction. Nothing in this Section 2.4(c) shall limit the rights of the Holder or the obligations of the Company under Article V of this Note or the obligations of the Company under Section 4(e) of the Note Purchase Agreement or Section 2(e) or 9 of the Registration Rights Agreement. (d) Upon receipt by the Company from the Holder of a telephone line facsimile transmission of a Conversion Notice meeting the requirements for conversion as provided in Section 2.1 and this Section 2.4, the Company shall issue and deliver or cause to be issued and delivered to the Holder certificates for the Common Stock issuable upon such conversion within three business days after such receipt and otherwise in accordance with the Note Purchase Agreement (including, without limitation, in accordance with the requirement that certificates for shares of ConversionCommon Stock issued on or after the SEC Effective Date upon conversion of this Note shall not bear any restrictive legend), and the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, and all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Conversion Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion If the Company shall fail to issue and deliver or cause to be issued and delivered the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior upon any such conversion as and when required by the first sentence of this Section 2.4(d), then, in addition to any other liability which the Company may have to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company)Holder, the Holder shall regain the rights of a Holder of this Convertible Debenture with respect Applicable Percentage used to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have calculate the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 such conversion shall be reduced by one percentage point for each day after the Company's failure third trading day following the date such Conversion Notice is received by the Company to convert this Convertible Debenturethe date of delivery of such shares of Common Stock to the Holder. (e) In No fractional shares of Common Stock shall be issued upon conversion of this Note but, in lieu of delivering physical certificates representing the any fraction of a share of Common Stock which would otherwise be issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request respect of the Holder and its compliance with aggregate number of such shares converted at one time by the provisions contained in Section 4.1 and in this Section 4.4same holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit round the number of shares of Common Stock issuable upon issued on such conversion up to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission Systemnext highest whole share.

Method of Conversion. (a) Notwithstanding anything Subject to Section 1, this Note may be converted by the contrary set forth hereinHolder by submitting to Aspen a Conversion Notice by e-mail or other reasonable means of communication dispatched prior to 5:00 p.m., upon conversion of this Convertible Debenture in accordance with New York, New York time on the terms hereof, the Conversion Date. The Holder shall not be required to physically surrender this Convertible Debenture Note to the Company Aspen unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, The Holder and Aspen shall maintain records showing the principal amount so converted (or otherwise repaid) and the date dates of such conversion or repayment shall be maintained on a ledger substantially in the form conversions so as not to require physical surrender of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with this Note upon each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repaymentssuch conversion. In the event of any dispute or discrepanciesdiscrepancy, such records maintained by the Holder shall of Aspen shall, prima facie, be controlling and determinative in the absence of manifest error or failure of Holder to record error. Notwithstanding the principal amount converted (or otherwise repaid) from time to timeforegoing, in which events the record of the Company shall be controlling and determinative. The Holder and if any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote is converted as aforesaid, the principal amount represented by Holder may not transfer this Convertible Debenture Note unless the Holder first physically surrenders this Note to Aspen, whereupon Aspen will be forthwith issue and deliver upon the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that order of the Holder a new Note of like tenor, registered as the Holder (or upon payment by the Holder of any applicable transfer taxes) may request, representing in street name)the aggregate the remaining unpaid principal amount of this Note. Upon receipt by Aspen from the Holder of an e-mail, and the Company shall not be required to issue or deliver any such shares or other securities reasonable means of communication of a Conversion Notice meeting the requirements for conversion, Aspen shall issue and deliver or property unless cause to be issued and until delivered to or upon the person or persons (other than order of the Holder or the custodian in whose street name such shares are to be held certificates for the Holder's accountAspen Common Stock issuable upon such conversion within five (5) requesting the issuance thereof shall have paid to the Company the amount of any business days after such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt. Upon receipt by the Company Aspen of a Notice of ConversionConversion Notice, the Holder shall be deemed to be the holder of record of the Aspen Common Stock issuable upon such conversion, and the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all . All rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Aspen Common Stock or other securities, cash or other assets, securities as herein provided, provided on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Aspen Common Stock issuable upon conversion, provided the Company's transfer agent Aspen is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4Holder, the Company Aspen shall use its best commercially reasonable efforts to cause its transfer agent to electronically transmit the Aspen Common Stock issuable upon conversion to the Holder by crediting the account of the Holder's ’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission System(“DWAC”) system. Alternatively, if such shares of Aspen Common Stock are not eligible for deposit via the DWAC system, upon request of the Holder, Aspen shall use commercially reasonable efforts to cause its transfer agent to issue the Aspen Common Stock issuable upon conversion to the Holder in book-entry form.

Method of Conversion. (a) This Note may be converted by the Holder in whole or in part (provided such partial conversion is at least $25,000, or such lesser amount as shall remain unpaid at the time of the conversion (together with accrued interest thereon that remains unpaid on the due date thereof)) at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile or other reasonable means of communication dispatched on the Conversion Date prior to 12:00 Midnight, New York City Time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower. (b) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company Borrower unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, The Holder and the Borrower shall maintain records showing the principal amount so converted (or otherwise repaid) and the date dates of such conversion conversions or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered use such other method, reasonably satisfactory to the Company or transfer agent with Holder and the Borrower, so as not to require physical surrender of this Note upon each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repaymentssuch conversion. In the event of any dispute or discrepanciesdiscrepancy, such records maintained by of the Holder Borrower shall be controlling and determinative in the absence of manifest error or failure error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to record the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativethis Note. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the unpaid and unconverted principal amount of this Note represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which Note may be less than the amount stated on the face hereof). (bc) The Company issuance of certificates for Common Stock upon conversion of this Note shall be made without charge to the Holder for such shares for any issuance tax or other costs in respect thereof, provided that the Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture any certificate in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (cd) Upon receipt by the Borrower from the Holder of a facsimile transmission (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) (such third business day being hereinafter referred to as the “Deadline”) in accordance with the terms hereof. (e) Subject to the provisions of Section 5 hereof1.7, upon receipt by the Company Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company Borrower defaults on its obligations under this Article 4I, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (ef) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's Borrower’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 1.1 and in this Section 4.41.4, the Company Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's ’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission System(“DWAC”) system. (g) The Borrower understands that a delay in the delivery of the shares of Common Stock in the form required pursuant to this Section 1.4 beyond the Deadline could result in economic loss to the Holder. If the Borrower fails for any reason to deliver to the Holder such certificate or certificates by the Deadline, the Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of principal amount being converted, $50 per business day (increasing to $100 per business day after 3 business days after such damages begin to accrue and increasing to $200 per business day 6 business days after such after such damages begin to accrue) for each business day after the Deadline until such certificates are delivered. The Borrower’s obligations to issue and deliver the Note 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 Note Shares. At any time after the Deadline until the Note Shares have been delivered, the Holder shall have the right to rescind the conversion without waiving its right to collect any amounts owing hereunder. In addition to any other rights available to the Holder, if the Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to this Section 1.4 by the Deadline, and if after the Deadline the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Note Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Borrower shall, (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder anticipated receiving from the conversion at issue multiplied by (2) the actual sale price of the Common Stock at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation and (B) at the option of the Holder, either reissue this Note in principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Borrower timely complied with its delivery requirements under this Section 1.4. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Underlying Shares at the time of the sale (including brokerage commissions, if any) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Borrower shall be required to pay the Holder $1,000. The Holder shall provide the Borrower written notice indicating the amounts payable to the Holder in respect of the Buy-In.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion The right of this Convertible Debenture in accordance with the terms hereof, the Holder to convert this Note shall not be required to physically surrender this Convertible Debenture exercised by delivering to the Company unless a Conversion Notice stating the entire unpaid principal amount of this Convertible Debenture Note which, together with interest as provided in this Note, is so being converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance issue and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name)Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with such conversion. (b) If the Holder elects to convert this Note in accordance with Section 2.1, the Holder shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid the Holder may not transfer this Note unless (1) the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note and (2) such transfer is otherwise in compliance with Section 8.7 hereof and the applicable provisions of the Note Purchase Agreement. THE HOLDER AND ANY ASSIGNEE, BY ACCEPTANCE OF THIS NOTE, ACKNOWLEDGES AND AGREES THAT, BY REASON OF THE PROVISIONS OF THIS PARAGRAPH, FOLLOWING CONVERSION OF A PORTION OF THIS NOTE, THE UNPAID AND UNCONVERTED PRINCIPAL AMOUNT OF THIS NOTE REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNT STATED ON THE FACE HEREOF. (c) Subject to Section 5 hereof, upon receipt by In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of a Notice the Company) in which the Company is not the surviving corporation, or in case of Conversionany sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that the Holder shall be deemed have the right thereafter to be convert this Note into the kind of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by the persons who were holders of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such consolidation, merger, sale, transfer or share exchange. If, in connection with any such consolidation, merger, sale, transfer or share exchange each holder of record shares of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced is entitled to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right elect to receive the Common Stock or other either securities, cash or other assets, as herein provided, on assets upon completion of such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided hereintransaction, the Company's obligation Company shall provide or cause to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company provided to the Holder of recordthe right to elect the securities, cash or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder other assets into which this Note shall be convertible after completion of any obligation to such transaction on the Company, same terms and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation the same conditions applicable to holders of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) notice of the right to receive Conversion Default Payments elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the extent required thereby for election). Notwithstanding the foregoing, in connection with any such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversionmerger, provided the Company's consolidation, sale, transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4or exchange, the Company shall use its best efforts to cause its transfer agent to electronically transmit have the Common Stock issuable upon conversion to the Holder by crediting the account right, in lieu of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.making provision for

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder Company hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder Company shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativeerror. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T.p.m. New Mexico Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything The right of the Holder to convert -------------------- this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the contrary set forth herein, upon conversion of this Convertible Debenture Conversion Agent at the address or telephone line facsimile transmission number provided in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture or pursuant to the Company unless Transfer Agent Instruction, a Conversion Notice stating the entire unpaid principal amount of this Convertible Debenture Note which, together with interest and Default Interest, if any, as provided in this Note, is so converted. Rather, records showing the principal amount being converted (or otherwise repaid) and the date number of shares of Common Stock to be issued upon such conversion or repayment conversion. The Holder shall be maintained on a ledger substantially in the form of Annex A attached hereto (deliver a copy of which shall be such Conversion Notice to the Company when such notice is delivered to the Company Conversion Agent or transfer agent with each Notice of Conversion). It is specifically contemplated as soon as practical thereafter, provided that the failure to do so shall not relieve the Conversion Agent of its obligations or prejudice the Holder's rights. The number of shares of Common Stock to be issued upon each conversion of this Note shall be the number set forth in the applicable Conversion Notice, which number shall be conclusive absent manifest error. The Company shall notify the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained claim by the Holder shall be controlling and determinative in the absence Company of manifest error in a Conversion Notice within one Business Day after the Holder gives such Conversion Notice and no such claim of error shall limit or failure delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the Company notifies the Holder to record the principal amount converted by telephone line facsimile transmission within one Business Day after a Conversion Notice has been given (or otherwise repaid) which notice from time to time, in which events the record of the Company shall be controlling and determinative. The Holder specify all defects in the Conversion Notice) and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will Conversion Notice containing any such defect shall nonetheless be the amount indicated on Annex A attached hereto (which may be less than the amount stated effective on the face hereof). (b) date given if the Holder promptly undertakes in writing to correct all such defects. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name)Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with such conversion. (b) If the Holder elects to convert this Note in accordance with Section 2.1, the Holder shall not be required to surrender this Note physically unless the entire unpaid principal amount of this Note is so converted. The Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid the Holder may not transfer this Note unless (1) the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note and (2) such transfer is otherwise in compliance with Section 8.7 hereof. THE HOLDER AND ANY ASSIGNEE, BY ACCEPTANCE OF THIS NOTE, ACKNOWLEDGES AND AGREES THAT, BY REASON OF THE PROVISIONS OF THIS PARAGRAPH, FOLLOWING CONVERSION OF A PORTION OF THIS NOTE, THE UNPAID AND UNCONVERTED PRINCIPAL AMOUNT OF THIS NOTE REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNT STATED ON THE FACE HEREOF. (c) Subject In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that the Holder shall have the right thereafter to convert this Note into the kind of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by the persons who were holders of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such consolidation, merger, sale, transfer or share exchange. If, in connection with any such consolidation, merger, sale, transfer or share exchange each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company shall provide or cause to be provided to the Holder the right to elect the securities, cash or other assets into which this Note shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). The Company shall not effect any such transaction unless the provisions of this paragraph have been complied with. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. Whenever the Company shall propose to take any of the actions specified in this Section 5 hereof2.3(c), upon the Company shall cause a notice to be mailed to the Holder at least 20 days prior to the date on which the books of the Company will close or on which a record will be taken for such action. Such notice shall specify the action proposed to be taken by the Company and the date as of which holders of record of the Common Stock shall participate in any such actions or be entitled to exchange their Common Stock for securities or other property, as the case may be. (d) Upon receipt by the Company Conversion Agent from the Holder of a Conversion Notice meeting the requirements for conversion as provided in Section 2.1 and this Section 2.3, the Company shall issue and deliver or cause to be issued and delivered to the Holder certificates for the Common Stock issuable upon such conversion by the close of Conversionbusiness on the third Business Day after the date of such receipt, and as of the close of business on the date of receipt of such Conversion Notice the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, and all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Conversion Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of recordHolder, 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 CompanyCompany or any violation or alleged violation of law by the Holder or any other person, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be If the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding Company fails to issue and deliver the foregoing, if a Holder has not received certificates for all shares of the Common Stock prior to the expiration of Holder pursuant to the Deadline with respect to a conversion of any portion first sentence of this Convertible Debenture for Section 2.3(d) as and when required to do so, in addition to any reasonother liabilities the Company may have hereunder and under applicable law, then (unless 1) the Company shall pay or reimburse the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In on demand for all cases, the Holder shall retain all of its rights and remedies (out-of-pocket expenses including, without limitation, fees and expenses of legal counsel incurred by the Holder as a result of such failure, (i2) the percentage used to calculate the Conversion Price applicable to such conversion shall be reduced by two-and-one- half percentage points from the percentage otherwise used to calculate the Conversion Price applicable to such conversion, provided that if the Fixed -------- Conversion Price is applicable to such conversion, the Fixed Conversion Price shall be reduced by two-and-one-half percent and (3) the Holder may by written notice (which may be given by mail, courier, personal service or telephone line facsimile transmission) or oral notice (promptly confirmed in writing) given at any time prior to delivery to the Holder of the certificates for the shares of Common Stock issuable upon such conversion of this Note, rescind such conversion, whereupon the Holder shall have the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined convert this Note thereafter in accordance with Section 4.3 for the Company's failure to convert this Convertible Debentureherewith. (e) In No fractional shares of Common Stock shall be issued upon conversion of this Note but, in lieu of delivering physical certificates representing any fraction of a share of Common Stock which would otherwise be issuable in respect of the aggregate number of such shares converted at one time by the same holder, the Company may round the number of shares of Common Stock issued on such conversion up to the next highest whole share or may pay lawful money of the United States of America for such fractional share, based on a value of one share of Common Stock being equal to the last sale price of the Common Stock issuable upon conversion, provided on the date the applicable Conversion Notice is given to the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4as reported by Bloomberg, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.L.P.

Method of Conversion. (a) Notwithstanding anything The right of the Holder to convert this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the contrary set forth hereinTransfer Agent at the addresses or telephone line facsimile transmission number provided in or pursuant to the Transfer Agent Instruction, a Conversion Notice. On the date the Conversion Notice is delivered, the Company shall acknowledge the Conversion Notice and forward the Conversion Notice as so acknowledged to the Transfer Agent. The number of shares of Common Stock to be issued upon each conversion of this Convertible Debenture Note shall be the number set forth in accordance with the terms hereofapplicable Conversion Notice, which number shall be conclusive absent manifest error. The Company shall notify the Holder shall not be required to physically surrender this Convertible Debenture to of any claim by the Company of manifest error in a Conversion Notice within one Trading Day after the Holder gives such Conversion Notice and no such claim of error shall limit or delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing Company notifies the principal amount converted Holder by telephone line facsimile transmission within one Trading Day after a Conversion Notice has been given (or otherwise repaidwhich notice from the Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be effective on the date given if the Holder promptly undertakes to correct all such defects. If the Company shall have notified the Transfer Agent and such holder of any such manifest error, and the Company and such holder do not agree as to a resolution of such manifest error on or before the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to notice by the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepanciesan error in such Conversion Notice, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling on the date such notice is given submit the dispute to Ernst & Young LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and determinativeshall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent and such holder within one Trading Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination (but in any event within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent), the Transfer Agent shall issue to the converting Holder any additional shares of Common Stock to which such holder is entitled based on the determination of the Auditors. The Transfer Agent is authorized and directed to rely on the Auditors' determination. If the Auditors shall fail to notify the Transfer Agent of their determination within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent, then the Transfer Agent shall, within three Trading Days after receipt of the applicable Conversion Notice, issue to the converting, holder any additional shares of Common Stock to which such Holder and is entitled based on the applicable Conversion Notice. The Company shall pay any assignee, by acceptance transfer or issuance taxable payable in connection with any conversion of this Convertible Debenture, acknowledge and agree that, by reason of Note except that the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name)Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting requesting, the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion of this Note. (b) If the Holder elects to convert this Note in accordance with Section 2. 1 (a), the Holder shall not be required to surrender this Note physically unless the entire unpaid principal amount of this Note is so converted. The Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted without physical surrender of this Note to the Company as aforesaid, the Holder may not transfer this Note unless (1) the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note and (2) such transfer is otherwise in compliance with Section 7.7 hereof. The Company may by notice to the Holder from time to time require the Holder to surrender this Note in exchange for the issuance by the Company of a new Note in a principal amount equal to the outstanding principal amount of this Note and otherwise having terms identical to this Note. Such new Note shall be delivered by the Company to the Holder within three Trading Days after the Company receives this Note from the Holder in response to such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof. (c) Subject In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that the Holder shall have the right thereafter to convert this Note into the kind of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by the persons who were holders of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such consolidation, merger, sale, transfer or share exchange. If, in connection with any such consolidation, merger, sale, transfer or share exchange each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company shall provide or cause to be provided to the Holder the right to elect the securities, cash or other assets into which this Note shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). The Company shall not effect any such transaction unless the provisions of this paragraph have been complied with. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. Whenever the Company shall propose to take any of the actions specified in this Section 5 hereof2.3(c), upon the Company shall cause a notice to be mailed to the Holder at least 20 days prior to the date on which the books of the Company will close or on which a record will be taken for such action. Such notice shall specify the action proposed to be taken by the Company and the date as of which holders of record of the Common Stock shall participate in any such actions or be entitled to exchange their Common Stock for securities or other property, as the case may be. (d) Upon receipt by the Company Transfer Agent from the Holder of a Conversion Notice meeting the requirements for conversion as provided in Section 2.1 (a) and this Section 2.3, the Company shall issue and deliver or cause to be issued and delivered to the Holder certificates for the Common Stock issuable upon such conversion by the close of Conversionbusiness on the third Trading Day after the date of such receipt, and as of the close of business on the date of receipt of such Conversion Notice the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest and Default Interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, and all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversionconversion except as otherwise provided herein. Subject to Section 5 hereof, if If the Holder shall have given a Conversion Notice in accordance with the terms of Conversion as provided hereinthis Note, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of recordHolder, 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 CompanyCompany or any violation or alleged violation of law by the Holder or any other person, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date occurrence of receipt (including receipt via telecopy) an event which requires an equitable adjustment of such Notice the Market Price as contemplated by the definition thereof in Section 6.1 shall in no way restrict or delay the right of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all to receive shares of Common Stock prior to the expiration of the Deadline with respect to a upon conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent implement such adjustment on terms reasonably acceptable to electronically transmit the Holder within two Business Days after such occurrence. If the Company fails to issue and deliver the certificates for the Common Stock to the Holder pursuant to the first sentence of this Section 2.3(d) as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law (1) the Company shall pay or reimburse the Holder on demand for all out-of-pocket expenses, including, without limitation, fees and expenses of legal counsel, incurred by the Holder as a result of such failure, (2) the Conversion Percentage used to determine the Conversion Price applicable to such conversion shall be reduced by one percentage point from the Conversion Percentage otherwise used to calculate the Conversion Price applicable to such conversion or, if such conversion is based on the Ceiling Price, the ceiling price used to determine the Conversion Price applicable to such conversion shall be reduced by one percentage point from the amount that the Conversion Price otherwise would have been without reduction pursuant hereto, in either case, for each Trading Day after such third Trading Day until such shares of Common Stock are delivered to the Holder and (3) the Holder may by notice (which may be given by mail, courier, personal service or telephone line facsimile transmission) or oral notice (promptly confirmed in writing) given at any time prior to delivery to the Holder of the shares of Common Stock issuable upon such conversion of this Note, rescind such conversion, whereupon the Holder shall have the right to convert this Note thereafter in accordance herewith. (e) No fractional shares of Common Stock shall be issued upon conversion of this Note but, in lieu of any fraction of a share of Common Stock which would otherwise be issuable in respect of the aggregate number of such shares converted at one time by the same holder, the Company may round the number of shares of Common Stock issued on such conversion up to the Holder next highest whole share or may pay lawful money of the United States of America for such fractional share, based on a value of one share of Common Stock being equal to the Market Price, as reported by crediting Bloomberg, L.P, of the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission SystemCommon Stock on the date the applicable Conversion Notice is given to the Company.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A I attached hereto (a ------- copy of which shall be delivered to the Company or transfer agent and the Escrow Agent with each Notice of Conversion). It is specifically contemplated that the Holder Company hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder Company shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativeerror. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A I attached hereto (which ------- may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company and Escrow Agent of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T.Florida Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to ------- the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof).. ------- (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder Company hereof shall act as the calculation agent for conversions conversion and repayments. In the event of any dispute or discrepancies, discrepancies such records maintained by the Holder Company shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativeerror. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenturenote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, ; the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T.5:00p.m. New York time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion The right of this Convertible Debenture in accordance with the terms hereof, the Holder to convert this Note shall not be required to physically surrender this Convertible Debenture exercised by delivering (which may be made by telephone line facsimile transmission) to the Company unless and the entire unpaid Issuing Agent at the addresses or telephone line facsimile transmission numbers provided in or pursuant to the Transfer Agent Agreement, a Conversion Notice stating the principal amount of this Convertible Debenture Note which, together with interest and Default Interest, if any, as provided in this Note, is so converted. Rather, records showing the principal amount being converted (or otherwise repaid) and the date number of shares of Common Stock to be issued upon such conversion or repayment conversion. The Holder shall be maintained on a ledger substantially in the form of Annex A attached hereto (make reasonable efforts to deliver a copy of which shall be such Conversion Notice to the Company's legal counsel when such notice is delivered to the Company and the Issuing Agent or transfer agent with each Notice of Conversion). It is specifically contemplated as soon as practical thereafter, provided that the failure to do so shall not relieve the Company or the Issuing Agent of its obligations or prejudice the Holder's rights. The number of shares of Common Stock to be issued upon each conversion of this Note shall be the number set forth in the applicable Conversion Notice, which number shall be conclusive absent manifest error. The Company shall notify the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained claim by the Holder shall be controlling and determinative in the absence Company of manifest error in a Conversion Notice within two Trading Days after the Holder gives such Conversion Notice and no such claim of error shall limit or failure delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the Company notifies the Holder to record the principal amount converted by telephone line facsimile transmission within two Trading Days after a Conversion Notice has been given (or otherwise repaid) which notice from time to time, in which events the record of the Company shall be controlling and determinative. The Holder specify all defects in the Conversion Notice) and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will Conversion Notice containing any such defect shall nonetheless be the amount indicated on Annex A attached hereto (which may be less than the amount stated effective on the face hereof). (b) date given if the Holder promptly undertakes in writing to correct all such defects. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name)Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion of this Note. (b) If the Holder elects to convert this Note in accordance with Section 2.1, the Holder shall not be required to surrender this Note physically unless the entire unpaid principal amount of this Note is so converted. The Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted without physical surrender of this Note to the Company as aforesaid, the Holder may not transfer this Note unless (1) the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note and (2) such transfer is otherwise in compliance with Section 8.7 hereof. The Company may by notice to the Holder from time to time require the Holder to surrender this Note in exchange for the issuance by the Company of a new Note in a principal amount equal to the outstanding principal amount of this Note and otherwise having terms identical to this Note. Such new Note shall be delivered by the Company to the Holder within three Trading Days after the Company receives this Note from the Holder in response to such notice. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof. (c) Subject In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that the Holder shall have the right thereafter to convert this Note into the kind of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by the persons who were holders of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such consolidation, merger, sale, transfer or share exchange. If, in connection with any such consolidation, merger, sale, transfer or share exchange each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company shall provide or cause to be provided to the Holder the right to elect the securities, cash or other assets into which this Note shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). Notwithstanding the foregoing, in connection with any such merger, consolidation, sale, transfer or exchange, the Company shall have the right, in lieu of making provision for preservation of the economic benefits of the conversion rights of the Holder, to redeem this Note immediately after completion of such transaction at a redemption price equal to the sum of (1) the product obtained by multiplying (A) the sum of (i) the outstanding principal amount of this Note on the date of such redemption plus (ii) accrued and unpaid interest on such principal amount to the date of such redemption times (B) the applicable Business Combination Redemption Percentage plus (2) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (1)(A)(ii) at the rate provided in this Note to the date of such redemption. Such right shall be exercised by notice from the Company to the Holder stating that the Company is exercising its redemption right under this Section 5 hereof2.3(c), upon which notice shall be given at least 20 Trading Days (or such lesser period as the Company gives notice of such transaction to the holders of outstanding shares of Common Stock) prior to completion of such transaction. The Company shall not effect any such transaction unless the provisions of this paragraph have been complied with. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. Whenever the Company shall propose to take any of the actions specified in this Section 2.3(c), the Company shall cause a notice to be mailed to the Holder at least 15 days prior to the date on which the books of the Company will close or on which a record will be taken for such action. Such notice shall specify the action proposed to be taken by the Company and the date as of which holders of record of the Common Stock shall participate in any such actions or be entitled to exchange their Common Stock for securities or other property, as the case may be. (d) Upon receipt by the Company and the Issuing Agent from the Holder of a Conversion Notice meeting the requirements for conversion as provided in Section 2.1 and this Section 2.3, the Company shall issue and deliver or cause to be issued and delivered to the Holder certificates for the Common Stock issuable upon such conversion by the close of Conversionbusiness on the third Trading Day after the date of such receipt, and as of the close of business on the date of receipt of such Conversion Notice the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, and all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject The Holder shall also give a copy of each Conversion Notice to Section 5 hereofthe Company's legal counsel, if as specified in the form of Conversion Notice, but the failure to give such copy shall not affect the validity of any Conversion Notice. If the Holder shall have given a Conversion Notice in accordance with the terms of Conversion as provided hereinthis Note, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of recordHolder, 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 CompanyCompany or any violation or alleged violation of law by the Holder or any other person, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion; provided, however, that nothing herein shall limit or prejudice the right of the Company to pursue any such claim in any other manner permitted by applicable law. The date occurrence of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration an event which requires an equitable adjustment of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless Trading Price as contemplated by the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder definition thereof in Section 7.1 shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) in no way restrict or delay the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder to receive certificates for Common Stock upon conversion of this Note and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent implement such adjustment on terms reasonably acceptable to electronically transmit the Holder within two Business Days of such occurrence. If the Company fails to issue and deliver the certificates for the Common Stock to the Holder pursuant to the first sentence of this Section 2.3(d) as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law, (1) the Company shall pay or reimburse the Holder on demand for all out-of-pocket expenses including, without limitation, fees and expenses of legal counsel incurred by the Holder as a result of such failure, (2) the Conversion Price applicable to such conversion shall be reduced by one-tenth of one percent of the amount thereof otherwise applicable to such conversion for each Trading Day during the period from the date the Company was required to deliver such certificates to the date the Company so delivers such certificates; provided, however, that in no event shall any such reduction be made for any Trading Day in such period which is after the date which is 120 days after the date the Company was required to deliver such certificates in connection with such conversion, and (3) the Holder may by written notice (which may be given by mail, courier, personal service or telephone line facsimile transmission) or oral notice (promptly confirmed in writing) given at any time prior to delivery to the Holder of the certificates for the shares of Common Stock issuable upon such conversion of this Note, rescind such conversion, whereupon the Holder shall have the right to convert this Note thereafter in accordance herewith; provided, however, that the Company shall not be liable to the Holder under the preceding clause (1) or clause (2) to the extent the failure of the Company to deliver or cause to be delivered such shares of Common Stock results from fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash involving facilities of a common carrier, act of God or any similar event outside the control of the Company (it being understood that the actions or failure to act of the Issuing Agent shall not be deemed an event outside the control of the Company except to the extent resulting from fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash involving facilities of a common carrier, acts of God, the bankruptcy, liquidation or reorganization of the Issuing Agent under any bankruptcy, insolvency or other similar law or any similar event outside the control of the Issuing Agent). The Holder shall notify the Company in writing (or by crediting telephone conversation, confirmed in writing) as promptly as practicable after becoming aware that shares of Common Stock issued on conversion of this Note have not been received as provided in this Section 2.3(d). (e) No fractional shares of Common Stock shall be issued upon conversion of this Note but, in lieu of any fraction of a share of Common Stock which would otherwise be issuable in respect of the account aggregate number of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.such shares converted at one time by the same holder, the Company may round the number of shares of Common Stock issued on such conversion up to the next highest whole share or may pay lawful money of the United States of America for such fractional share, based on a value of one share of Common Stock being equal to the Market Price of the Common Stock on the date the applicable Conversion Notice is given to the Company, as reported by Bloomberg, L.P.

Method of Conversion. (ai) Notwithstanding anything to the contrary set forth herein, upon conversion Conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount and interest of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (bii) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock common stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in its street nameaddress), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof thereof, shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (ciii) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed The Conversion Shares are to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action issued by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in via express courier to the Depository Trust Company Holder within seven ("DTC"7) Fast Automated Securities Transfer program, upon request business days from the Company's receipt of the Holder Conversion Notice (the "Delivery Date"). Upon receipt of the Conversion Notice, the Company will immediately issue an instruction letter with all supporting documentation, as required by law, to facilitate the issuance of the Conversion Shares by the Delivery Date. The Company willbear all costs related to the issuance of the Conversion Shares, including all costs of obtaining an attorney's opinion letter regarding the Conversion, and its compliance the overnight delivery of the Conversion Shares, and shall maintain adequate authorized capital stock, in type and quantity, at all times until this Note is paid in full to, or fully converted by, the Holder, in order to facilitate the terms and conditions of this Section. Any failure of the Company to comply with the provisions contained in Section 4.1 of this paragraph shall be deemed by the Holder an Event of Default under this Note. (iv) All Conversion Shares to be issued are to be fully-paid, non-assessable, and lawfully issued by the Company. The Conversion Shares are to be freely transferrable on the books and records of the Company as and to the extent provided in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission SystemNote and applicable law.

Method of Conversion. (a) Notwithstanding anything To effect a Conversion of any Loan pursuant to Section 11.01 or 11.02, the Lead Lender shall deliver to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with Borrower and the terms hereofAdministrative Agent a duly executed Lender Conversion Notice. To exercise the Borrow Conversion Right, the Holder Borrower shall not be required to physically surrender this Convertible Debenture deliver to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) Administrative Agent and the date of such conversion or repayment shall be maintained on Lead Lender a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion)duly executed Borrower Conversion Notice. It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureAt its expense, the Borrower will, as soon as practicable after any Conversion Date, issue and deliver to each Lender, at such principal amount represented by this Convertible Debenture will be office, a certificate or certificates for the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery number of shares of Common Stock or and, if applicable, Lender Preferred Stock to which such Lender is entitled upon such Conversion, together with any other securities or and property on conversion to which such Lender is entitled upon such Conversion under the terms of this Convertible Debenture Agreement, including a check payable to such Lender for any cash payable in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount lieu of any fractional share. Each such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder Lender shall be deemed to be treated as the holder of record of the such shares of Common Stock issuable upon such conversionand/or Lender Preferred Stock as of the close of business on the Conversion Date. In connection with any Lender Conversion, the outstanding principal amount parties, as promptly as reasonably practicable after the Conversion Date, will execute and deliver a credit agreement having the terms for the Term Loan Take Back Debt or the Delayed Draw Take Back Debt, as applicable, specified in Section 11.01(b) or 11.02(b), as applicable. Upon any Conversion, the Borrower and the amount other Credit Parties will be forever released from all of their obligations and liabilities under the Loans with regard to that portion of the principal amount, and accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversionthereon, andbeing converted, unless including without limitation the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that pay such portion of this Convertible Debenture not been converted. In all casesthe principal amount and accrued and unpaid interest thereon; provided that, for the avoidance of doubt, upon such release, the Holder Credit Parties shall retain all not be released from any contingent indemnification obligations and those other obligations expressly stated to survive termination of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureAgreement. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder Company hereof shall act as the calculation agent for conversions conversion and repayments. In the event of any dispute or discrepancies, discrepancies such records maintained by the Holder Company shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativeerror. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, conversion the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion. If the Holder, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance circumstances which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m.5:00pm., E.S.T.New York time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's ’s account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's ’s obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's ’s failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's ’s transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's ’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a1) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b2) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c3) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d4) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e5) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's 7 obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T.New York City Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureNote. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureDefault. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativeerror. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T.New York City Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureNote. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission Systemsystem.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth hereinTo convert this Note, upon Holder must deliver a conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger notice substantially in the form of attached hereto as Annex A attached hereto (a copy of which shall be delivered to during the Company or transfer agent with each Notice of Conversion)Conversion Period. It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for No fractional shares of Common Stock shall be absolute and unconditionalissued upon conversion of this Note. In lieu of any fractional share to which Holder would otherwise be entitled upon conversion of this Note, irrespective the ▇▇▇▇▇ny will pay to Holder in cash the amount of the absence unconverted principal balance (plus interest, if being converted) of any action by this Note that would otherwise be converted into such fractional share. Upon the conversion of this Note, Holder to enforce the sameshall surrender this Note, any waiver or consent with respect to any provisions thereofduly endorsed, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to at the Company's pr▇▇▇▇▇▇l office, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, at its expense and as soon as practicablepracticable thereafter, return issue and deliver to Holder at such unconverted Convertible Debenture principal office one or more certificates for the number of shares of Common Stock to which Holder is entitled (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with a check payable to Holder for any cash amounts payable as described herein. Any conversion of this Note shall be deemed to have been made immediately prior to the close of business on the date of this Note's surrender, and the person or persons entitled to receive Common Stock upon such conversion shall be treated for all purposes as the record holder oror holders of such Common Stock as of such date. Upon this Note's conversion, the Company will be forever released from all of its obligations and liabilities hereunder with regard to that portion of the principal amount (and accrued interest, if any) being converted, including without limitation the Convertible Debenture has not been surrendered, adjust its records obligation to reflect that pay such portion of the principal amount and accrued interest. If this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined Note is converted in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4part only, the Company shall use its best efforts execute and deliver to cause its transfer agent to electronically transmit Holder a new unsecured promissory note in the Common Stock issuable upon conversion principal amount equal to the Holder by crediting the account unconverted portion of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission Systemthis Note.

Method of Conversion. (a) Notwithstanding anything Before any holder of Preferred Stock shall be entitled to convert the same into Common Stock, it shall surrender the certificate or certificates for such Preferred Stock at the office of the Corporation or at the office of the Transfer Agent for the Preferred Stock, if any, which certificate or certificates, if the Corporation shall so request, shall be duly endorsed to the contrary set forth hereinCorporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), upon conversion and shall give written notice to the Corporation at said office that it elects to convert all or a part of this Convertible Debenture the shares of Preferred Stock represented by said certificate or certificates in accordance with the terms hereofof this paragraph 6, and shall state in writing therein the name or names in which it wishes the certificate or certificates for Common Stock to be issued. Every such notice of election to convert shall constitute a contract between the holder of such Preferred Stock and the Corporation, whereby the holder of such Preferred Stock shall be deemed to subscribe for the amount of Common Stock which it shall be entitled to receive upon conversion of the number of shares of Preferred Stock to be converted, and, in satisfaction of such subscription, to deposit the shares of Preferred Stock to be converted, and thereby the Corporation shall be deemed to agree that the surrender of the shares of Preferred Stock to be converted shall constitute full payment of such subscription for Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of a certificate or certificates for Preferred Stock, accompanied by the written notice and statements above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the person for whose account such Preferred Stock was so surrendered, or to its nominee(s) or, subject to compliance with applicable law, transferee(s), a certificate or certificates for the number of full shares of Common Stock to which it shall be entitled, together with cash in lieu of any fraction of a share as hereinafter provided. If surrendered certificates for Preferred Stock are converted only in part, the Holder shall not be required to physically surrender this Convertible Debenture Corporation will issue and deliver to the Company unless holder, or to its nominee(s), without charge therefor, a new certificate or certificates representing the entire unpaid principal amount aggregate of this Convertible Debenture is so convertedthe unconverted share of Preferred Stock. Rather, records showing the principal amount converted (or otherwise repaid) and Such conversion shall be deemed to have been made as of the date of such surrender of the Preferred Stock to be converted; and the person or persons entitled to receive the Common Stock issuable upon conversion or repayment of such Preferred Stock shall be maintained treated for all purposes as the record holder or holders of such Common Stock on a ledger substantially in the form such date. The issuance of Annex A attached hereto (a copy certificates for shares of which Common Stock upon conversion of shares of Preferred Stock shall be delivered made without charge for any issue, stamp or other similar tax in respect of such issuance, provided, however, if any such certificate is to be issued in a name other than that of the holder of the share or shares of Preferred Stock converted, the person or persons requesting the issuance thereof shall pay to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be Corporation the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay of any tax which may be payable in respect of any transfer involved in the such issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established establish to the satisfaction of the Company Corporation that such tax has been paid. (c) Subject . The Corporation shall not be required to Section 5 hereofconvert Preferred Stock, upon receipt by the Company and no surrender of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Preferred Stock shall be absolute and unconditionaleffective for that purpose, irrespective while the stock transfer books of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Corporation are closed for any reason, then (unless purpose; but the Holder otherwise elects to retain its status as a holder surrender of Common Preferred Stock by for conversion during any period which such books are so notifying closed shall become effective for conversion immediately upon the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to reopening os such unconverted portions of this Convertible Debenture and the Company shallbooks, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not conversion had been made on the date such Preferred Stock was surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureDefault. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, The Company and the Holder shall maintain records showing the principal amount so converted (or otherwise repaid) and the date of such conversion conversions or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered use such other method, reasonably satisfactory to the Company or transfer agent with Holder and the Company, so as not to require physical surrender of this Convertible Note upon each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repaymentssuch conversion. In the event of any dispute or discrepanciesdiscrepancy, such records maintained by of the Holder Company shall be controlling and determinative in the absence of manifest error or failure error. Notwithstanding the foregoing, if any portion of this Convertible Note is converted as aforesaid, the Company may not transfer this Convertible Note unless the Holder first physically surrenders this Convertible Note to record the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes), may request, representing in the aggregate the remaining unpaid principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativethis Convertible Note. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by by 1) reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the unpaid and unconverted principal amount of this Convertible Note represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which Note may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T.New York City Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of of 1) this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureNote. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission Systemsystem.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex ANNEX A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureDefault. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a1) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex ANNEX A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex ANNEX A attached hereto (which may be less than the amount stated on the face hereof). (b2) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c3) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or 135 other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d4) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e5) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion The right of this Convertible Debenture in accordance with the terms hereof, the Holder to convert this Note shall not be required to physically surrender this Convertible Debenture exercised by delivering to the Company unless a Conversion Notice stating the entire unpaid principal amount of this Convertible Debenture Note which, together with interest as provided in this Note, is so being converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance issue and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name)Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with such conversion. (b) If the Holder elects to convert this Note in accordance with Section 2. 1, the Holder shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Holder and the Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledges and agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof. (c) Subject In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that the Holder shall have the right thereafter to convert this Note into the kind of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by the persons who were holders of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such consolidation, merger, sale, transfer or share exchange. If, in connection with any such consolidation, merger, sale, transfer or share exchange each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company shall provide or cause to be provided to the Holder the right to elect the securities, cash or other assets into which this Note shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). The Company shall not effect any such transaction unless the provisions of this paragraph have been complied with. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. Whenever the Company shall propose to take any of the actions specified in this Section 5 hereof2.4(c), upon the Company shall cause a notice to be mailed at least 20 days prior to the date on which the books of the Company will close or on which a record will be taken for such action, to the Holder. Such notice shall specify the action proposed to be taken by the Company and the date as of which holders of record of the Common Stock shall participate in any such actions or be entitled to exchange their Common Stock for securities or other property, as the case may be. Failure by the Company to mail the notice or any defect in such notice shall not affect the validity of the transaction. Nothing in this Section 2.4(c) shall limit the rights of the Holder or the obligations of the Company under Article V of this Note or the obligations of the Company under Section 4(e) of the Note Purchase Agreement or Section 2(e) or 9 of the Registration Rights Agreement. (d) Upon receipt by the Company from the Holder of a telephone line facsimile transmission of a Conversion Notice meeting the requirements for conversion as provided in Section 2.1 and this Section 2.4, the Company shall issue and deliver or cause to be issued and delivered to the Holder certificates for the Common Stock issuable upon such conversion within three business days after such receipt and otherwise in accordance with the Note Purchase Agreement (including, without limitation, in accordance with the requirement that certificates for shares of ConversionCommon Stock issued on or after the SEC Effective Date upon conversion of this Note shall not bear any restrictive legend), and the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, and all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Conversion Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion If the Company shall fail to issue and deliver or cause to be issued and delivered the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior upon any such conversion as and when required by the first sentence of this Section 2.4(d), then, in addition to any other liability which the Company may have to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company)Holder, the Holder shall regain the rights of a Holder of this Convertible Debenture with respect Applicable Percentage used to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have calculate the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 such conversion shall be reduced by one percentage point for each day after the Company's failure third trading day following the date such Conversion Notice is received by the Company to convert this Convertible Debenturethe date of delivery of such shares of Common Stock to the Holder. (e) In No fractional shares of Common Stock shall be issued upon conversion of this Note but, in lieu of delivering physical certificates representing the any fraction of a share of Common Stock which would otherwise be issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request respect of the Holder and its compliance with aggregate number of such shares converted at one time by the provisions contained in Section 4.1 and in this Section 4.4same holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit round the number of shares of Common Stock issuable upon issued on such conversion up to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission Systemnext highest whole share.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof)Company. (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's ’s account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of ConversionConversion during the Prepayment Notice Period, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, hereunder all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's ’s obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopyfacsimile) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T.Mountain Standard Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex ANNEX A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex ANNEX A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments any amounts due pursuant to Section 10.1 of the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureAgreement. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder▇▇▇▇▇▇'s Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Senior Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Senior Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Senior Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Senior Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Senior Convertible DebentureNote, the principal amount represented by this Senior Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Senior Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's ’s account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Senior Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Senior Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's ’s obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Senior Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Senior Convertible Debenture Note with respect to such unconverted portions of this Senior Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Senior Convertible Debenture Note to the holder or, if the Senior Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Senior Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's ’s failure to convert this Senior Convertible DebentureNote. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's ’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's ’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (ai) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount and interest, fees and penalties of this Convertible Debenture is Note are so converted. Rather, records showing the principal amount of this Note converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of the attached Annex A 2 attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of ConversionConversion Notice). It is specifically contemplated that the Holder hereof Company’s counsel shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder Company shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativeerror. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture of indebtedness will be the amount indicated specified on Annex A attached hereto (which may be less than the amount stated on the face hereof)2, including principal, interest, fees and penalties. (bii) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock common stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in its street nameaddress), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's ’s account) requesting the issuance thereof thereof, shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (ciii) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of ConversionConversion Notice, the Holder shall be deemed to be the holder of record of the Common Stock common stock issuable upon such conversionConversion, the outstanding principal amount and amount, the amount of accrued and unpaid interest interest, on this Convertible Debenture Note shall be deemed reduced to reflect such conversionConversion, and, unless the Company defaults on in its obligations under this Article 4Section 6, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock Conversion Shares or other securities, cash or other assets, as herein providedprovide, on such conversionConversion. Subject to Section 5 hereof, if If the Holder shall have given a Conversion Notice of Conversion as provided herein, the Company's ’s obligation to issue and deliver the certificates for shares of Common Stock the Conversion Shares shall be absolute and unconditional, irrespective of the absence of any action by the Holder holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation limitation, or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other alleged breach by the Holder of any obligation the Company, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such dateConversion. (div) Notwithstanding The Conversion Shares are to be issued by the foregoing, if a Holder has not received certificates for all shares of Common Stock prior Company’s transfer agent via express courier to the expiration Holder within five (5) business days from the Company’s receipt of the Deadline Conversion Notice (The “Delivery Date”). Upon receipt of the Conversion Notice, the Company will immediately issue an instruction letter with respect all supporting documentation, as required by law, to facilitate the issuance of the Conversion Shares by the Delivery Date. The Company will bear all costs related to the issuance of the Conversion Shares, including all cost of obtaining an attorney’s opinion letter regarding the Conversion, and the overnight delivery of the Conversion Shares, and shall maintain adequate authorized capital stock, in type and quantity, at all times until this Note is paid in full, to, or fully converted by, the Holder, in order to facilitate the terms and conditions of this Section 6. Any failure of the Company to comply with the provisions of these paragraphs shall be deemed by the Holder an Event of Default under this Note. (v) All Conversion Shares to be issued are to be fully-paid, non-assessable, and lawfully issued by the Company. The Conversion Shares are to be freely transferrable on the books and records of the company as an to the extent provided in this Note and applicable law. (vi) The Company understands that a delay in the delivery of the Conversion Shares upon proper conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If in the sole judgment of the Holder the Company intentionally fails to deliver to the Holder the Conversion Shares by the Delivery Date (except where such failure is a result of an improper conversion notice due to Holder’s good faith conversion notice error or a breach of contract by the Holder in either case the Company shall notify the Holder of any issues in honoring a conversion via email within 6 business hours of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as receiving a holder of Common Stock by so notifying the Companyconversion notice via email), the Holder Company shall regain pay to the rights Holder, in cash, an amount per Trading Day for each Trading Day until such certificates are delivered, starting with Delivery Date, together with interest on such amount at a rate of twelve percent (12%) per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to $500 per day (which amount shall be paid as liquidated damages and not as a Holder of this Convertible Debenture with respect penalty). Nothing herein shall limit the Holder’s right to such unconverted portions of this Convertible Debenture and pursue actual damages for the Company shall, as soon as practicable, return such unconverted Convertible Debenture failure to deliver any Conversion Shares upon conversion within the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, period specific herein ad the Holder shall retain have the right to pursue all of its rights and remedies available to it at law or in equity (including, without limitation, (i) the right to receive Conversion Default Payments a decree of specific performance and/or injunctive relief). Notwithstanding anything to the extent required thereby contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Company shall only be obligated to pay the liquidated damages accrued through the date the Conversion Notice is withdrawn. “Trading Day” shall mean any day on which the Common Stock is traded for such Conversion Default any period on the OTC or on any principal securities exchange or other securities market on which the Common Stock is then being traded. If the Issuer’s Common stock is chilled for deposit at the Depository Trust and Clearing Company (a “Deposit Chill”) and/or becomes chilled at any subsequent Conversion Default and point while this Agreement remains outstanding an additional ten percent (ii10%) the right discount will be attributed to have the Conversion Price with respect to subsequent conversions determined defined hereof provided, however, that the Holder, in accordance with Section 4.3 for the Company's failure to convert this Convertible Debentureits sold judgment, decides such Deposit Chill is not an Event of Default (Cf. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything The right of the Holder to convert this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the contrary set forth herein, upon conversion of this Convertible Debenture Conversion Agent at the address or telephone line facsimile transmission number provided in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture or pursuant to the Company unless Transfer Agent Agreement, a Conversion Notice stating the entire unpaid principal amount of this Convertible Debenture Note which, together with interest and Default Interest, if any, as provided in this Note, is so converted. Rather, records showing the principal amount being converted (or otherwise repaid) and the date number of shares of Common Stock to be issued upon such conversion. The number of shares of Common Stock to be issued upon each conversion or repayment of this Note shall be maintained on a ledger substantially the number set forth in the form of Annex A attached hereto (a copy of applicable Conversion Notice, which number shall be delivered to conclusive absent manifest error. The Company shall notify the Holder of any claim by the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error in a Conversion Notice within three Business Days after the Holder gives such Conversion Notice and no such claim of error shall limit or failure delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the Company notifies the Holder to record the principal amount converted by telephone line facsimile transmission within three Business Days after a Conversion Notice has been given (or otherwise repaid) which notice from time to time, in which events the record of the Company shall be controlling and determinative. The Holder specify all defects in the Conversion Notice) and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will Conversion Notice containing any such defect shall nonetheless be the amount indicated on Annex A attached hereto (which may be less than the amount stated effective on the face hereof). (b) date given if the Holder promptly undertakes in writing to correct all such defects. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name)Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion. (b) If the Holder elects to convert this Note in accordance with Section 2.1, the Holder shall not be required to physically surrender this Note unless the entire unpaid principal amount of this Note is so converted. The Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid the Holder may not transfer this Note unless (1) the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note and (2) such transfer is otherwise in compliance with Section 9.7 hereof. THE HOLDER AND ANY ASSIGNEE, BY ACCEPTANCE OF THIS NOTE, ACKNOWLEDGES AND AGREES THAT, BY REASON OF THE PROVISIONS OF THIS PARAGRAPH, FOLLOWING CONVERSION OF A PORTION OF THIS NOTE, THE UNPAID AND UNCONVERTED PRINCIPAL AMOUNT OF THIS NOTE REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNT STATED ON THE FACE HEREOF. The Company may by notice to the Holder from time to time require the Holder to surrender this Note in exchange for the issuance by the Company of a new Note in a principal amount equal to the outstanding principal amount of this Note and otherwise having terms identical to this Note. (c) Subject In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that the Holder shall have the right thereafter to convert this Note into the kind of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by the persons who were holders of Common Stock immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such consolidation, merger, sale, transfer or share exchange. If, in connection with any such consolidation, merger, sale, transfer or share exchange each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company shall provide or cause to be provided to the Holder the right to elect prior to completion of such transaction the securities, cash or other assets into which this Note shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). The Company shall not effect any such transaction unless the provisions of this paragraph have been complied with. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges. Whenever the Company shall propose to take any of the actions specified in this Section 5 hereof2.3(c), upon the Company shall cause a notice to be mailed to the Holder at least 20 days prior to the date on which the books of the Company will close or on which the securityholders entitled to participate in such action is to be determined. Such notice shall specify the action proposed to be taken by the Company and the date as of which holders of record of the Common Stock shall participate in any such actions or be entitled to exchange their Common Stock for securities or other property, as the case may be. (d) Upon receipt by the Company Conversion Agent from the Holder of a Conversion Notice meeting the requirements for conversion as provided in Section 2.1 and this Section 2.3, the Company shall issue and deliver or cause to be issued and delivered to the Holder certificates for the Common Stock issuable upon such conversion by the close of Conversionbusiness on the third Business Day after the date of such receipt, and as of the close of business on the date of receipt of such Conversion Notice the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, and all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Conversion Notice in accordance with the terms of Conversion as provided hereinthis Note, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of recordHolder, 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 CompanyCompany or any violation or alleged violation of law by the Holder or any other person, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion; provided, however, that nothing herein shall limit or prejudice the right of the Company to pursue any such claim in any other manner permitted by applicable law. The date occurrence of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration an event which requires an equitable adjustment of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless Trading Price as contemplated by the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder definition thereof in Section 7.1 shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) in no way restrict or delay the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder to receive certificates for Common Stock upon conversion of this Note and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent implement such adjustment on terms reasonably acceptable to electronically transmit the Holder within two Business Days of such occurrence. If the Company fails to issue and deliver the certificates for the Common Stock to the Holder pursuant to the first sentence of this Section 2.3(d) as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law (1) the Company shall pay or reimburse the Holder on demand for all out-of-pocket expenses, including, without limitation, the reasonable fees and expenses of legal counsel, incurred by the Holder as a result of such failure, (2) the percentage used to calculate the Computed Price applicable to such conversion shall be reduced by one-tenth of a percentage point from the percentage otherwise used to calculate the Computed Price applicable to such conversion for each Trading Day during the period from the date the Company was required to deliver such certificates to the date the Company so delivers such certificates; provided, however, that in no event shall any such reduction be made for any Trading Day in such period which is after the date which is 120 days after the date the Company was required to deliver such certificates in connection with such conversion, and (3) the Holder may by written notice (which may be given by mail, courier, personal service or telephone line facsimile transmission) or oral notice (promptly confirmed in writing) given at any time prior to delivery to the Holder of the certificates for the shares of Common Stock issuable upon such conversion of this Note, rescind such conversion, whereupon the Holder shall have the right to convert this Note thereafter in accordance herewith; provided, however, that the Company shall not be liable to the Holder under the preceding clause (1) or clause (2) to the extent the failure of the Company to deliver or cause to be delivered such shares of Common Stock results from fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash involving facilities of a common carrier, act of God or any similar event outside the control of the Company (it being understood that the actions or failure to act of the Conversion Agent shall not be deemed an event outside the control of the Company except to the extent resulting from fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash involving facilities of a common carrier, acts of God, the bankruptcy, liquidation or reorganization of the Conversion Agent under any bankruptcy, insolvency or other similar law or any similar event outside the control of the Conversion Agent). The Holder shall notify the Company in writing (or by crediting telephone conversation, confirmed in writing) as promptly as practicable after becoming aware that shares of Common Stock issued on conversion of this Note have not been received as provided in this Section 2.3(d). (e) No fractional shares of Common Stock shall be issued upon conversion of this Note but, in lieu of any fraction of a share of Common Stock which would otherwise be issuable in respect of the account aggregate number of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.such shares converted at one time by the same holder, the Company may round the number of shares of Common Stock issued on such conversion up to the next highest whole share or may pay lawful money of the United States of America, based on a value of one share of Common Stock being equal to the last sale price of the Common Stock on the date the applicable Conversion Notice is given to the Company, as reported by Bloomberg, L.P.

Method of Conversion. (a1) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex ANNEX A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex ANNEX A attached hereto (which may be less than the amount stated on the face hereof). (b2) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c3) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.109

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T.New York City Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureNote. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Bridge Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Bridge Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Bridge Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureBridge Note, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureBridge Note, the principal amount represented by this Convertible Debenture Bridge Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Bridge Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's ’s account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Bridge Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Bridge Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's ’s obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Bridge Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Bridge Note with respect to such unconverted portions of this Convertible Debenture Bridge Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Bridge Note to the holder or, if the Convertible Debenture Bridge Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Bridge Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's ’s failure to convert this Convertible DebentureBridge Note. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's ’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's ’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's ’s account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's ’s obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's ’s failure to convert this Convertible DebentureNote. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's ’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's ’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex ANNEX A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex ANNEX A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible DebentureDefault. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) This Debenture may be converted by the Holder in whole or in part (provided such partial conversion is at least $50,000, or such lesser amount as shall remain unpaid at the time of the conversion (together with accrued and unpaid interest thereon)) at any time from time to time after the earliest of (i) effective date of the Registration Statement, (ii) six (6) months from the date hereof and (iii) any event described in Section 1.6 below, by (A) submitting to the Borrower a Notice of Conversion (by facsimile dispatched on the Conversion Date prior to 8:00 p.m. Philadelphia, Pennsylvania Time) and (B) subject to Section 1.4(b), surrendering this Debenture at the principal office of the Borrower. (b) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company Borrower unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, The Holder and the Borrower shall maintain records showing the principal amount so converted (or otherwise repaid) and the date dates of such conversion conversions or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered use such other method, reasonably satisfactory to the Company or transfer agent with Holder and the Borrower, so as not to require physical surrender of this Debenture upon each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repaymentssuch conversion. In the event of any dispute or discrepanciesdiscrepancy, such records maintained by of the Holder Borrower shall be controlling and determinative in the absence of manifest error or failure error. Notwithstanding the foregoing, if any portion of this Debenture is converted as aforesaid, the Holder may not transfer this Debenture unless the Holder first physically surrenders this Debenture to record the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativethis Debenture. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the unpaid and unconverted principal amount of this Debenture represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (bc) The Company Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance issue and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company Borrower the amount of any such tax or shall have established to the satisfaction of the Company Borrower that such tax has been paid. (cd) Subject to Section 5 hereof, upon Upon receipt by the Company Borrower from the Holder of a facsimile transmission of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Debenture) (such third business day being hereinafter referred to as the "Deadline") in accordance with the terms hereof and the Purchase Agreement (including, without limitation, in accordance with the requirement that certificates for shares of Common Stock issued on or after the effective date of the Registration Statement upon conversion of this Debenture shall not bear any restrictive legend). (e) Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company Borrower defaults on its obligations under this Article 4I, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the CompanyBorrower's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company Borrower to the Holder holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the CompanyBorrower, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company Borrower to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 8:00 p.m. on such date (Philadelphia, Pennsylvania Time) and, if received after 8:00 p.m., E.S.T., on such datethe Conversion Date shall be the next business day. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (ef) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the CompanyBorrower's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 1.1 and in this Section 4.41.4, the Company Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System("DWAC") system. (g) Without in any way limiting the Holder's right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Debenture is more than one (1) business day after the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $500 per day in cash, for the first day beyond the Deadline and $2,500 per day in cash for each day thereafter that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Debenture, in which event interest shall accrue thereon in accordance with the terms of this Debenture and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Debenture.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture Note to the Company unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder Company hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder Company shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativeerror. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the principal amount represented by this Convertible Debenture Note will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.and

Method of Conversion. For any holder of Series A Convertible Subordinated Preferred Stock to convert the same into Common Stock, it shall give not less than sixty-one (a61) Notwithstanding anything days prior written notice to the contrary set forth hereinCorporation that it elects to convert all or a part of shares of Series A Convertible Preferred Stock held by it and, prior to the expiration of the notice period as specified in the notice (but not less than sixty-one (61) days), surrender the certificate or certificates for such shares of Series A Convertible Subordinated Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series A Convertible Subordinated Preferred Stock, which certificate or certificates, if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form reasonably satisfactory to the Corporation), and shall state in writing therein the name or names in which it wishes the certificate or certificates for Common Stock to be issued. The Corporation will as soon as practicable after the expiration of the notice period issue and deliver at the office of the Corporation or of said transfer agent to the person for whose account such Series A Convertible Subordinated Preferred Stock was so surrendered, or to its nominee(s) or, subject to compliance with applicable law, transferee(s), a certificate or certificates for the number of full shares of Common Stock to which it shall be entitled, together with cash in lieu of any fraction of a share as hereinafter provided. If surrendered certificates for Series A Convertible Subordinated Preferred Stock are converted only in part, the Corporation will issue and deliver to the holder, or to its nominee(s), without charge therefor, a new certificate or certificates representing the aggregate of the unconverted shares of Series A Convertible Subordinated Preferred Stock. Such conversion shall be deemed to have been made as of the date that (i) the notice period expires and (ii) the holder thereof has paid or otherwise provided for all taxes, if any, payable in respect of any transfer involved in the issuance or delivery of any certificate for Common Stock in a name other than that of such holder; and the person or persons entitled to receive the Common Stock issuable upon conversion of this such Series A Convertible Debenture Subordinated Preferred Stock shall be treated for all purposes as the record holder or holders of such Common Stock on such date. The issuance of certificates for shares of Common Stock upon conversion of shares of Series A Convertible Subordinated Preferred Stock shall be made without charge for any issue, stamp or other similar tax in accordance with respect of such issuance; provided, however, if any such certificate is to be issued in a name other than that of the terms hereofholder of the share or shares of Series A Convertible Subordinated Preferred Stock converted, the Holder person or persons requesting the issuance thereof shall not be required to physically surrender this Convertible Debenture pay to the Company unless Corporation the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the such issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid establish to the Company the amount of any such tax or shall have established to the reasonable satisfaction of the Company Corporation that such tax has been paid. (c) Subject . The Corporation shall not be required to Section 5 hereofconvert Series A Convertible Subordinated Preferred Stock, upon receipt by the Company and no surrender of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Series A Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Subordinated Preferred Stock shall be absolute and unconditionaleffective for that purpose, irrespective while the stock transfer books of the absence Corporation are closed for any purpose; but the surrender of Series A Convertible Subordinated Preferred Stock for conversion during any action by period while such books are so closed shall become effective for conversion immediately upon the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) reopening of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shallbooks, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the conversion had been made on the date such Series A Convertible Debenture has not been Subordinated Preferred Stock was surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a1) Prior to sending the Notice of Conversion via facsimile as set forth in Section 4.1 hereof, the Holder shall give notice to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ by telephone (and if ▇▇. ▇▇▇▇▇▇▇▇▇▇ is not available to be reached by telephone, either ▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ by telephone, or such other person designated by the Company after the Closing Date) that the Holder intends to submit a Notice of Conversion on such date. Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) Holder shall send to the Company, and the date of such conversion or repayment Company shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered send to the Company or transfer agent with each Holder, via overnight delivery service (a) the originally signed and executed Notice of Conversion and (b) an originally signed and executed ANNEX A to this Convertible Debenture indicating the amounts to be converted and the new principal balance of this Convertible Debenture taking into account the Notice of Conversion). The Company shall keep as part of its records the originally executed ledger and the Holder shall maintain a copy thereof. Upon execution of the conversion contemplated by the Notice of Conversion, the Company and the Holder shall deliver to one another an executed copy of ANNEX A. It is specifically contemplated that the Holder hereof Company shall act as the calculation agent for conversions and repayments. In the event there is a dispute as to the number of shares of Common Stock the Holder is entitled to receive upon a conversion of this Convertible Debenture (or the amount of cash to be received upon repayment or redemption of this Convertible Debenture), the amount of any payments due upon an Event of Default under this Convertible Debenture or the calculation of any of the foregoing, the Holder and the Company agree that (i) the Company shall issue to the Holder the undisputed number of shares of Common Stock (or pay any undisputed cash amounts with respect to a redemption or default payments) and (ii) each party will use its best efforts to resolve such dispute within one business day following the receipt of a Notice of Conversion (or discrepanciesNotice of Redemption, as applicable). If such records maintained by dispute cannot be resolved within the one-day period, the Company and the Holder shall be controlling submit the dispute to an independent accountant mutually agreed upon by the Company and determinative in the absence of manifest error or failure of Holder to record make a determination as to the principal amount converted (amounts due to the Holder. Any such determination shall be final and binding on the Company and the Holder. The Company shall issue shares of Common Stock or otherwise repaid) from time pay any cash amounts owed to time, in which events the record Holder as a result of the Company shall be controlling and determinativeresolution of the dispute within two business days following the receipt of the independent accountant's determination. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex the ledger evidenced by ANNEX A attached hereto (which may be less than the amount stated on the face hereof). (b2) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c3) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged other than a breach by the Holder of any obligation to the Company, and subject to Section 4.4(a4.4(1) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received and the telephone notice thereof in accordance with Section 4.4(1) is made before 5:00 p.m., E.S.T., on such date. (d4) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture.) (e5) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker prime broker (as designated by Holder from time to time) with DTC through its Deposit Withdrawal Agent Commission System.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture Note in accordance with the terms hereof, the Holder Company shall not be required to physically surrender this Convertible Debenture Note to the Company Holder unless the entire unpaid principal amount of this Convertible Debenture Note is so converted. Rather, The Company and the Holder shall maintain records showing the principal amount so converted (or otherwise repaid) and the date of such conversion conversions or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered use such other method, reasonably satisfactory to the Company or transfer agent with Holder and the Company, so as not to require physical surrender of this Convertible Note upon each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repaymentssuch conversion. In the event of any dispute or discrepanciesdiscrepancy, such records maintained by of the Holder Company shall be controlling and determinative in the absence of manifest error or failure error. Notwithstanding the foregoing, if any portion of -------------------------------------------------------------------------------- CONVERTIBLE NOTE No. 1- Page 5 84661.5 (Vitech America, Inc.) this Convertible Note is converted as aforesaid, the Company may not transfer this Convertible Note unless the Holder first physically surrenders this Convertible Note to record the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes), may request, representing in the aggregate the remaining unpaid principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinativethis Convertible Note. The Holder and any assignee, by acceptance of this Convertible DebentureNote, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible DebentureNote, the unpaid and unconverted principal amount of this Convertible Note represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which Note may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture Note in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture Note shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 42, all rights with respect to the portion of this Convertible Debenture Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if If the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 11:00 p.m., E.S.T.New York City Time, on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the second (2nd) business day after the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture Note following delivery of a properly completed Notice of Conversion for any reason, then (unless the Holder otherwise elects to retain its -------------------------------------------------------------------------------- CONVERTIBLE NOTE No. 1- Page 6 84661.5 (Vitech America, Inc.) status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture Note with respect to such unconverted portions of this Convertible Debenture Note and the Company shall, as soon as practicable, return such unconverted Convertible Debenture Note to the holder or, if the Convertible Debenture Note has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 2.3) for the Company's failure to convert this Convertible DebentureNote. (e) In lieu of delivering physical certificates representing the shares of Common Stock issuable assessable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 2.1 and in this Section 4.42.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the shares of Common Stock issuable assessable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission Systemsystem.

Method of Conversion. (a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Convertible Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Convertible Debenture to the Company unless the entire unpaid principal amount of this Convertible Debenture is so converted. Rather, records showing the principal amount converted (or otherwise repaid) and the date of such conversion or repayment shall be maintained on a ledger substantially in the form of Annex A attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Conversion). It is specifically contemplated that the Holder hereof shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Holder shall be controlling and determinative in the absence of manifest error or failure of Holder to record the principal amount converted (or otherwise repaid) from time to time, in which events the record of the Company shall be controlling and determinative. The Holder and any assignee, by acceptance of this Convertible Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following a conversion of a portion of this Convertible Debenture, the principal amount represented by this Convertible Debenture will be the amount indicated on Annex A attached hereto (which may be less than the amount stated on the face hereof). (b) The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Convertible Debenture in a name other than that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. (c) Subject to Section 5 hereof, upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Convertible Debenture shall be deemed reduced to reflect such conversion, and, unless the Company defaults on its obligations under this Article 4, all rights with respect to the portion of this Convertible Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. Subject to Section 5 hereof, if the Holder shall have given a Notice of Conversion as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provisions thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and subject to Section 4.4(a) irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via telecopy) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 4:00 p.m., E.S.T., on such date. (d) Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the expiration of the Deadline with respect to a conversion of any portion of this Convertible Debenture for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company), the Holder shall regain the rights of a Holder of this Convertible Debenture with respect to such unconverted portions of this Convertible Debenture and the Company shall, as soon as practicable, return such unconverted Convertible Debenture to the holder or, if the Convertible Debenture has not been surrendered, adjust its records to reflect that such portion of this Convertible Debenture not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 4.3 for the Company's failure to convert this Convertible Debenture. (e) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in Section 4.1 and in this Section 4.4, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission System.