It is the intention of the Borrower and Lender that the Lender shall be able to convert (if Lender so elects, in Lender's sole and absolute discretion) the Third Amendment Advisory Fee Shares into shares of Common Stock (the " Series Conversion Shares ") in accordance with the rights and preferences of the Series ____ Preferred Stock, and to thereafter sell (if Lender so elects, in Lender's sole and absolute discretion) the Series ___ Conversion Shares, and generate net proceeds (net of all brokerage commissions and other fees or charges payable by Lender in connection with the sale thereof) from such sale(s) equal to the Third Amendment Advisory Fee. The Lender shall have the right (but not an obligation) to convert the Third Amendment Advisory Fee Shares, and to thereafter sell the Series ___ Conversion Shares in the Principal Trading Market or otherwise, at any time in accordance with applicable securities laws. At any time the Lender may elect, the Lender may deliver to the Borrower a reconciliation statement showing the net proceeds actually received by the Lender from the sale of the Series ____ Conversion Shares (the " Sale Reconciliation "). If, as of the date of the delivery by Lender of the Sale Reconciliation, the Lender has not realized net proceeds from the sale of such Series ____ Conversion Shares equal to at least the Third Amendment Advisory Fee, as shown on the Sale Reconciliation, then the Borrower shall immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to the Lender in an amount sufficient such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and sold Series ____ Conversion Shares, the Lender shall have received total net funds equal to the Third Amendment Advisory Fee. If additional shares of Common Stock are issued pursuant to the immediately preceding sentence, and after the sale of such additional issued shares of Common Stock, the Lender still has not received net proceeds equal to at least the Third Amendment Advisory Fee, then the Borrower shall again be required to immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to the Lender as contemplated above, and such additional issuances shall continue until the Lender has received net proceeds from the sale of such Common Stock equal to the Third Amendment Advisory Fee. In the event the Lender receives net proceeds from the sale of Series ____ Conversion Shares or Common Stock equal to the Third Amendment Advisory Fee, and the Lender still has Third Amendment Advisory Fee Shares, Series ___ Conversion Shares, or other Common Stock issued under this Section 8 (collectively, the " Advisory Common Stock ") remaining to be sold, the Lender shall return all such remaining shares of Advisory Common Stock to the Borrower. In the event additional Common Stock is required to be issued as outlined above, the Borrower shall instruct its Transfer Agent to issue certificates representing such additional shares of Common Stock to the Lender immediately subsequent to the Lender's notification to the Borrower that additional shares of Common Stock are issuable hereunder, and the Borrower shall in any event cause its Transfer Agent to deliver such certificates to Lender within five (5) Business Days following the date Lender notifies the Borrower that additional shares of Common Stock are to be issued hereunder. In the event such certificates representing such additional shares of Common Stock issuable hereunder shall not be delivered to the Lender within said five (5) Business Day period, same shall be an immediate default under this Agreement and the Loan Documents. Notwithstanding anything contained in this Section to the contrary, the Borrower shall have the right to redeem any Third Amendment Advisory Fee Shares, Series ___ Conversion Shares, or Advisory Common Stock then in the Lender's possession for an amount payable by the Borrower to Lender in cash equal to the Third Amendment Advisory Fee, less any net cash proceeds received by the Lender from any previous sales of Series ___ Conversion Shares, or Advisory Common Stock. Upon Lender's receipt of such cash payment in accordance with the immediately preceding sentence, the Lender shall return any then remaining Third Amendment Advisory Fee Shares, Series ___ Conversion Shares, or Advisory Common Stock in its possession back to the Borrower. The Borrower's obligation to pay the Third Amendment Advisory Fee contemplated by this Section 8 , whether in cash or thru the sale of Series ___ Conversion Shares, or Advisory Common Stock, shall be an Obligation hereunder, secured by all Loan Documents, and failure by the Borrower to pay such Third Amendment Advisory Fee in full as required by this Section 8 shall be an immediate Event of Default hereunder and under the other Loan Documents.