It is the intention of the Borrower and Holder that the Holder shall generate net proceeds from the sale of the Conversion Shares equal to the Share Value, where “Share Value” means the portion of the Debenture being converted divided by the Variable Conversion Price. The Holder shall have the right to sell the Conversion Shares in the applicable trading market for the Common Stock or otherwise, at any time in accordance with applicable securities laws. At any time the Holder may elect, the Holder may deliver to the Borrower a reconciliation statement showing the net proceeds actually received by the Holder from the sale of the Conversion Shares (the “Sale Reconciliation”). If, as of the date of the delivery by Holder of the Sale Reconciliation, the Holder has not realized net proceeds from the sale of such Conversion Shares equal to at least the Share Value, as shown on the Sale Reconciliation, then the amount of such shortfall shall be paid in Conversion Shares to the Holder within three (3) Business Days of the Borrower’s receipt of the Sale Reconciliation. The number of Conversion Shares issuable to the Holder would be determined by the dollar amount of the shortfall divided by the Variable Conversion Price then in effect.