Page 41 of 67 SEC Filing
6. Payment and Prepayment.
Notwithstanding the conversion provision set forth in Section 5 above, the Company shall not have the right to prepay the
Debenture at any time prior to the Maturity Date without the prior written consent of the Payee. All payments shall be made in
lawful money of the United States of America at the principal office of the Company, or at such other place as the Payee hereof
may from time to time designate in writing to the Company.
7. Certain Adjustments.
The Conversion Price is subject to adjustment from time to time as set forth in this Section 7:
(i)
Splits and Subdivisions. In the event the Company should at any time or from time to time fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock into a greater number of shares, then, as of such
record date (or the date of such split or subdivision if no record date is fixed), the Conversion Price shall be appropriately
decreased.
(ii)
Combination of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased
by a combination of the outstanding shares of Common Stock, the Conversion Price shall be appropriately increased.
(iii)Reclassification
or Reorganization. If the shares of Common Stock issuable upon the conversion of this Debenture shall be changed into the same
or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise
(other than a split or subdivision provided for in Section 7(i) above or a combination of shares provided for in Section
7(ii) above), then and in each such event the Payee shall be entitled to receive upon the conversion of this Debenture the
kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other
change, to which a holder of the number of shares of Common Stock issuable upon the conversion of this Debenture would have received
if this Debenture had been converted immediately prior to such reorganization, reclassification or other change, all subject to
further adjustment as provided herein.
8. Default.
The Payee shall have the right upon the occurrence of any of the following events to declare an event of default and elect to accelerate
the amount owing hereunder (individually, an “Event of Default” and collectively, “Events of Default”):
(i)
the termination of the existence of the Company, whether by dissolution or otherwise, or the appointment of a receiver or
custodian for the Company or any part of its property if such appointment is not terminated or dismissed within thirty (30) days;
(ii)
the institution against Company of any proceedings under the United States Bankruptcy Code or any other federal or state
bankruptcy, reorganization, receivership or other similar law affecting the rights of creditors generally, which proceeding is
not dismissed within sixty (60) days of filing;
(iii) the
commencement by Company of any voluntary proceedings under the United States Bankruptcy Code or any other federal or state
bankruptcy, reorganization, receivership or other similar law affecting the rights of creditors generally;
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