Common use of Separate Compensation re Debenture Conversions Clause in Contracts

Separate Compensation re Debenture Conversions. For services rendered by Placement Agent in connection with the conversion of the Convertible Debentures into shares of common stock, the Company shall issue the Placement Agent warrants to acquire up to a maximum of 2,463,460 shares of the Company’s common stock at an exercise price of $0.65 per share (the “Placement Agent Warrants”) on the terms and conditions set forth in this Section 2.3. The term of the Placement Agent Warrants shall be for a period of thirty-six (36) months from the date of issuance, and the Placement Agent Warrants shall otherwise be in the form attached hereto as Exhibit A. The Placement Agent will receive a Placement Agent Warrant related to one share of Common Stock for each $.81 of the principal amount of the outstanding 8% Convertible Debentures (the “Convertible Debentures”) converted into Common Stock of the Company, provided that (a) Placement Agent Warrants will be issued only once per calendar quarter on or with respect to conversions of the Convertible Debentures occurring during such calendar quarter; (b) the Placement Agent Warrants shall not relate in the aggregate to any more than 2,463,460 shares; and (c) the Placement Agent Warrants will not relate to fractional shares, and the number of share subject thereto shall be rounded down if below .5 and otherwise be rounded up. The Placement Agent Warrants are issuable only if the holders of the Company’s Convertible Debenture holders convert the Convertible Debentures in shares of common stock of the Company prior maturity date of the respective Convertible Debentures (i.e. 36 months from the date the Convertible Debentures are issued). If no Convertible Debentures are converted into common stock prior to their maturity, then no Placement Agent Warrants will be issued under this Agreement.