Exhibit 4.23


 


Dated:    October 31, 2007


Original Issue Date:  February 10, 2006


 


NEITHER THIS DEBENTURE NOR THE SECURITIES
INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


	
  No. CCP-

  	
   

  	
  $[                     ]

  



 


WENTWORTH ENERGY, INC.


 


Amended and Restated Secured Convertible
Debenture


 


Due: January 11, 2009


 


This Amended
and Restated Secured Convertible Debenture (this “Debenture”) is issued
by WENTWORTH ENERGY, INC., an
Oklahoma corporation (the “Obligor”), to YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited
partnership (the “Holder”), pursuant to that certain Securities Purchase
Agreement, dated as of January 12, 2006, by and between the Obligor and the
Holder, as amended by that certain Amendment and Exchange Agreement, dated as
of October 31, 2007 (“A&E Agreement”), by and between the Obligor
and the Holder (as the same may be further amended, modified or supplemented
from time to time, the “Securities Purchase Agreement”).


 


The Obligor
and the Holder hereby agree that this Debenture is issued in exchange for, and does
hereby amend and restate, and completely replace, that certain Debenture, dated
as of February 10, 2006, by and between the Obligor and the Holder, which shall
have no further force or effect.


 


FOR VALUE RECEIVED, the
Obligor hereby promises to pay to the Holder or its successors and assigns the
principal sum of [                                ]
together with accrued but unpaid interest on or before January 11, 2009 (the “Maturity
Date”) in accordance with the following terms:


 


Interest. Interest
shall accrue on the outstanding principal balance hereof at an annual rate
equal to ten percent (10%) commencing as of the date hereof. Interest shall be
calculated on 


 

















 


the basis of a 360-day year and the actual number of days elapsed, to
the extent permitted by applicable law. Interest hereunder will be paid to the
Holder or its assignee in whose name this Debenture is registered on the
records of the Obligor regarding registration and transfers of Debentures (the “Debenture
Register”).


 


Right of Redemption.
The Obligor at its option shall have the right, with five (5) Trading Days
advance written notice (the “Redemption Notice” and the date of the
Redemption Notice, the “Redemption Notice Date”), to redeem a portion or
all amounts outstanding under this Debenture prior to the Maturity Date. The
Obligor shall pay an amount equal to the principal amount being redeemed plus accrued
interest, plus a redemption premium (“Redemption Premium”) equal to the
product of (a) the positive difference, if any, between (x) the lowest Volume
Weighted Average Price of the Common Stock during the five (5) Trading Days
immediately preceding the Redemption Notice Date as quoted by Bloomberg, LP and
(y) the Conversion Price (as defined in Section
3(c)(i)) on the Redemption Notice Date and (b) the quotient obtained
by dividing (x) the outstanding principal amount plus accrued interest of this
Debenture to be redeemed by (y) the Conversion Price on the Redemption Notice
Date (collectively referred to as the “Redemption Amount”). The Obligor
shall deliver to the Holder the Redemption Amount on the fifth (5th)
Trading Day following the Redemption Notice Date.


 


Notwithstanding
the foregoing in the event that the Obligor has elected to redeem a portion of
the outstanding principal amount and accrued interest under this Debenture the
Holder shall be permitted to convert all or any portion of this Debenture after
receipt of a Redemption Notice and prior to receiving the corresponding
Redemption Amount.


 


Security Agreements.
This Debenture is secured by that certain Security Agreement, dated as of
January 12, 2006, by and between the Obligor and the Holder, as amended by the
A&E Agreement (as further amended, modified or supplemented from time to
time, the “Security Agreement”).


 


This Debenture
is subject to the following additional provisions:


 


Section 1.              This Debenture is exchangeable for
an equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holder surrendering the same. No service
charge will be made for such registration of transfer or exchange.


 


Section 2.              Events of Default.


 


(a)           An “Event of Default”,
wherever used herein, means any one of the following events (whatever the
reason and whether it shall be voluntary or involuntary or effected by
operation of law or pursuant to any judgment, decree or order of any court, or
any order, rule or regulation of any administrative or governmental body):


 


(i)            Any default in the payment of the
principal of, interest on or other charges in respect of this Debenture, as and
when the same shall become due and payable (whether on a Conversion Date or the
Maturity Date or by acceleration or otherwise);


 


2

















 


(ii)           The Obligor breaches any
representation, warranty, covenant or other term or condition of any
Transaction Document (as defined in Section
5), except, in the case of a breach of a covenant or other term or
condition of any Transaction Document which is curable, only if such breach
continues for a period of at least ten (10) consecutive Business Days;


 


(iii)          The Obligor or any of its
Subsidiaries, pursuant to or within the meaning of Title 11, U.S. Code, or any
similar Federal, foreign or state law for the relief of debtors (collectively, “Bankruptcy
Law”), (A) commences a voluntary case, (B) consents to the entry of an
order for relief against it in an involuntary case, (C) consents to the
appointment of a receiver, trustee, assignee, liquidator or similar official (a
“Custodian”), (D) makes a general assignment for the benefit of its
creditors or (E) admits in writing that it is generally unable to pay its debts
as they become due;


 


(iv)          a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that (A) is for relief
against the Company or any of its Subsidiaries in an involuntary case, (B)
appoints a Custodian of the Company or any of its Subsidiaries for all or
substantially all of its property or (C) orders the liquidation of the Company
or any of its Subsidiaries and, in each case, such order or decree is not
dismissed or stayed within thirty (30) days of such entry;


 


(v)           The Obligor or any Subsidiary of the
Obligor shall default in any of its obligations under any other debenture or
any mortgage, credit agreement or other facility, indenture agreement,
factoring agreement or other instrument under which there may be issued, or by
which there may be secured or evidenced any indebtedness for borrowed money or
money due under any long term leasing or factoring arrangement of the Obligor
or any Subsidiary of the Obligor in an amount exceeding $500,000 (other than
the Senior Secured Financing Documents), whether such indebtedness now exists
or shall hereafter be created and such default shall result in such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable;


 


(vi)          The Common Stock shall cease to be
quoted for trading or listed for trading on either the Nasdaq OTC Bulletin
Board (“OTC”), Nasdaq Capital Market, New York Stock Exchange, American
Stock Exchange or the NASDAQ Global Market (each, a “Subsequent Market”)
and shall not again be quoted or listed for trading on the OTC or a Subsequent
Market within five (5) Trading Days of such delisting;


 


(vii)         The Obligor or any Subsidiary of the
Obligor shall be a party to any Change of Control Transaction (as defined in Section 5);


 


(viii)        The Obligor shall fail for any reason to
deliver Common Stock certificates to a Holder prior to the fifth (5th)
Trading Day after a Conversion Date or the Obligor shall provide notice to the
Holder, including by way of public announcement, at any time, of its intention
not to comply with requests for conversions of this Debenture in accordance
with the terms hereof;


 


3

















 


(ix)           An “Event of Default” shall have
occurred and be continuing under and as defined in the Senior Secured Convertible
Notes; and


 


(x)            The Obligor shall fail for any
reason to deliver the payment in cash pursuant to a Buy-In (as defined herein)
within three (3) days after notice is claimed delivered hereunder.


 


(b)           During the time that any portion of
this Debenture is outstanding, if any Event of Default has occurred, the full
principal amount of this Debenture, together with interest and other amounts
owing in respect thereof, to the date of acceleration shall become at the
Holder’s election, immediately due and payable in cash, provided however, the Holder may request
(but shall have no obligation to request) payment of such amounts in Common
Stock of the Obligor. In addition to any other remedies, the Holder shall have
the right (but not the obligation) to convert this Debenture at any time after
an Event of Default, including after the Maturity Date, at the Conversion Price
then in-effect. The Holder need not provide and the Obligor hereby waives any
presentment, demand, protest or other notice of any kind, and the Holder may
immediately and without expiration of any grace period enforce any and all of
its rights and remedies hereunder and all other remedies available to it under
applicable law. Such declaration may be rescinded and annulled by the Holder at
any time prior to payment hereunder. No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent thereon.
Upon an Event of Default, notwithstanding any other provision of this Debenture
or any Transaction Document, the Holder shall have no obligation to comply with
or adhere to, any limitations, if any, on the conversion of this Debenture or
the sale of the Underlying Shares.


 


Section 3.              Conversion.


 


(a)           Conversion at Option of Holder.


 


(i)            This Debenture shall be convertible
into shares of Common Stock at the option of the Holder, in whole or in part,
at any time and from time to time, after the Original Issue Date (as defined in
Section 5) (subject to the
limitations on conversion set forth in Section
3(b) hereof). The number of shares of Common Stock issuable upon a
conversion hereunder equals the quotient obtained by dividing (x) the
outstanding amount of this Debenture to be converted by (y) the Conversion
Price (as defined in Section 3(c)(i)).
The Obligor shall deliver Common Stock certificates to the Holder prior to the fifth
(5th) Trading Day after a Conversion Date.


 


(ii)           Notwithstanding anything to the
contrary contained herein, if on any Conversion Date: (1) the number of shares
of Common Stock at the time authorized, unissued and unreserved for all
purposes, or held as treasury stock, is insufficient to pay principal and
interest hereunder in shares of Common Stock; (2) the Common Stock is not
listed or quoted for trading on the OTC or on a Subsequent Market; (3) the
Obligor has failed to timely satisfy its conversion; or (4) the issuance of
such shares of Common Stock would result in a violation of Section 3(b), then, at the option of the
Holder, the Obligor, in lieu of delivering shares of 


 


4

















 


Common Stock pursuant to Section
3(a)(i), shall deliver, within three (3) Trading Days of each
applicable Conversion Date, an amount in cash equal to the product of the
outstanding principal amount to be converted plus any interest due thereon
divided by the Conversion Price, chosen by the Holder, and multiplied by the
highest closing price of the Common Stock from date of the Conversion Notice
till the date that such cash payment is made.


 


Further, if
the Obligor shall not have delivered any cash due in respect of conversion of
this Debenture or as payment of interest thereon by the fifth (5th)
Trading Day after the Conversion Date, the Holder may, by notice to the
Obligor, require the Obligor to issue shares of Common Stock pursuant to Section 3(c), except that for such purpose
the Conversion Price applicable thereto shall be the lesser of the Conversion
Price on the Conversion Date and the Conversion Price on the date of such
Holder demand. Any such shares will be subject to the provisions of this
Section.


 


(iii)          The Holder shall effect conversions by
delivering to the Obligor a completed notice in the form attached hereto as
Exhibit A (a “Conversion Notice”). The date on which a Conversion Notice
is delivered is the “Conversion Date.” Unless the Holder is converting
the entire principal amount outstanding under this Debenture, the Holder is not
required to physically surrender this Debenture to the Obligor in order to
effect conversions. Conversions hereunder shall have the effect of lowering the
outstanding principal amount of this Debenture plus all accrued and unpaid
interest thereon in an amount equal to the applicable conversion. The Holder
and the Obligor shall maintain records showing the principal amount converted
and the date of such conversions. In the event of any dispute or discrepancy,
the records of the Holder shall be controlling and determinative in the absence
of manifest error.


 


(b)           Certain Conversion Restrictions.


 


(i)            A Holder may not convert this
Debenture or receive shares of Common Stock as payment of interest hereunder to
the extent such conversion or receipt of such interest payment would result in
the Holder, together with any affiliate thereof, beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
promulgated thereunder) in excess of 4.9% of the then issued and outstanding
shares of Common Stock, including shares issuable upon conversion of, and
payment of interest on, this Debenture held by such Holder after application of
this Section. Since the Holder will not be obligated to report to the Obligor
the number of shares of Common Stock it may hold at the time of a conversion
hereunder, unless the conversion at issue would result in the issuance of
shares of Common Stock in excess of 4.9% of the then outstanding shares of
Common Stock without regard to any other shares which may be beneficially owned
by the Holder or an affiliate thereof, the Holder shall have the authority and
obligation to determine whether the restriction contained in this Section will
limit any particular conversion hereunder and to the extent that the Holder
determines that the limitation contained in this Section applies, the
determination of which portion of the principal amount of this Debenture is
convertible shall be the responsibility and obligation of the Holder. If the
Holder has delivered a Conversion Notice for a principal amount of this
Debenture that, without regard to any other shares that the Holder or its
affiliates may beneficially own, would result in the issuance in excess of the
permitted amount hereunder, the 


 


5

















 


Obligor shall notify the Holder of this fact and shall honor the
conversion for the maximum principal amount permitted to be converted on such
Conversion Date in accordance with the periods described in Section 3(a)(i) and, at the option of the
Holder, either retain any principal amount tendered for conversion in excess of
the permitted amount hereunder for future conversions or return such excess
principal amount to the Holder.


 


(ii)           The Holder (a) shall not make any
conversions of this Debenture at the Market Conversion Price during the first
six (6) months following the date hereof, and (b) shall not, in any of the six
separate thirty (30) day periods beginning on the six month anniversary of the
date hereof and ending on the twelfth (12th) month anniversary of
the date hereof, convert this Debenture at the Market Conversion Price in an
amount in excess of the greater of (y) $150,000 or (z) ten percent (10%) of the
total dollar volume of the Common Stock traded on the OTC or any Subsequent
Market according to Bloomberg, LP for the thirty (30) day period immediately
prior to the applicable period. Notwithstanding the forgoing, these conversion
restrictions shall not apply upon the occurrence of an Event of Default or if
waived in writing by the Company. Nothing contained in this Section 3(b)(ii) hereof shall limit the
Holder’s right to make conversions at the Fixed Conversion Price. The
limitation set forth in this Section 3(b)(ii)(b) shall apply in total combined
with any conversions at the Market Conversion Price on any other debentures
issued pursuant to the Securities Purchase Agreement.


 


(c)           Conversion Price and Adjustments
to Conversion Price.


 


(i)            The conversion price (the “Conversion
Price”) in effect on any Conversion Date shall be equal to the lesser of (a)
$0.65 (the “Fixed Conversion Price”) or (ii) eighty five percent (85%)
of the lowest Volume Weighted Average Price of the Common Stock during the
fifteen (15) Trading Days immediately preceding the Conversion Date as quoted
by Bloomberg, LP (the “Market Conversion Price”). The Conversion Price
may be adjusted pursuant to the other terms of this Debenture. For the six (6)
month period following the date hereof, the Holder may only convert this
Debenture by using the Fixed Conversion Price.


 


(ii)           If the Obligor, at any time while
this Debenture is outstanding, shall (a) pay a stock dividend or otherwise
make a distribution or distributions on shares of its Common Stock or any other
equity or equity equivalent securities payable in shares of Common Stock, (b)
subdivide outstanding shares of Common Stock into a larger number of shares,
(c) combine (including by way of reverse stock split) outstanding shares of
Common Stock into a smaller number of shares, or (d) issue by reclassification
of shares of the Common Stock any shares of capital stock of the Obligor, then
the Fixed Conversion Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding before such event and of which the denominator
shall be the number of shares of Common Stock outstanding after such event. Any
adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification.


 


(iii)          If the Obligor, at any time while this
Debenture is outstanding, shall issue 


 


6

















 


rights, options or warrants to all holders of Common Stock (and not to
the Holder) entitling them to subscribe for or purchase shares of Common Stock
at a price per share less than the Fixed Conversion Price, then the Fixed
Conversion Price shall be multiplied by a fraction, of which the denominator
shall be the number of shares of the Common Stock (excluding treasury shares,
if any) outstanding on the date of issuance of such rights or warrants (plus
the number of additional shares of Common Stock offered for subscription or
purchase), and of which the numerator shall be the number of shares of the
Common Stock (excluding treasury shares, if any) outstanding on the date of
issuance of such rights or warrants, plus the number of shares which the
aggregate offering price of the total number of shares so offered would
purchase at the Fixed Conversion Price. Such adjustment shall be made whenever
such rights or warrants are issued, and shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such rights, options or warrants. However, upon the expiration of any such
right, option or warrant to purchase shares of the Common Stock the issuance of
which resulted in an adjustment in the Fixed Conversion Price pursuant to this
Section, if any such right, option or warrant shall expire and shall not have
been exercised, the Fixed Conversion Price shall immediately upon such
expiration be recomputed and effective immediately upon such expiration be
increased to the price which it would have been (but reflecting any other adjustments
in the Fixed Conversion Price made pursuant to the provisions of this Section
after the issuance of such rights or warrants) had the adjustment of the Fixed
Conversion Price made upon the issuance of such rights, options or warrants
been made on the basis of offering for subscription or purchase only that number
of shares of the Common Stock actually purchased upon the exercise of such
rights, options or warrants actually exercised.


 


(iv)          If the Obligor or any Subsidiary
thereof, as applicable, at any time while this Debenture is outstanding, shall
issue shares of Common Stock or rights, warrants, options or other securities
or debt that are convertible into or exchangeable for shares of Common Stock (“Common
Stock Equivalents”) entitling any Person to acquire shares of Common Stock,
at a price per share less than the Fixed Conversion Price (if the holder of the
Common Stock or Common Stock Equivalent so issued shall at any time, whether by
operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options or rights
per share which is issued in connection with such issuance, be entitled to
receive shares of Common Stock at a price per share which is less than the
Fixed Conversion Price, such issuance shall be deemed to have occurred for less
than the Fixed Conversion Price), then, at the sole option of the Holder, the
Fixed Conversion Price shall be adjusted to mirror the conversion, exchange or
purchase price for such Common Stock or Common Stock Equivalents (including any
reset provisions thereof) at issue. Such adjustment shall be made whenever such
Common Stock or Common Stock Equivalents are issued. The Obligor shall notify
the Holder in writing, no later than one (1) Business Day following the
issuance of any Common Stock or Common Stock Equivalent subject to this
Section, indicating therein the applicable issuance price, or of applicable
reset price, exchange price, conversion price and other pricing terms.


 


(v)           If the Obligor, at any time while
this Debenture is outstanding, shall distribute to all holders of Common Stock
(and not to the Holder) evidences of its indebtedness or assets or rights or
warrants to subscribe for or purchase any security, then in each such case the
Fixed Conversion Price at which this Debenture shall thereafter be convertible
shall be 


 


7

















 


determined by multiplying the Fixed Conversion Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which the denominator
shall be the Closing Bid Price determined as of the record date mentioned
above, and of which the numerator shall be such Closing Bid Price on such
record date less the then fair market value at such record date of the portion
of such assets or evidence of indebtedness so distributed applicable to one
outstanding share of the Common Stock as determined by the Board of Directors
in good faith. In either case the adjustments shall be described in a statement
provided to the Holder of the portion of assets or evidences of indebtedness so
distributed or such subscription rights applicable to one share of Common
Stock. Such adjustment shall be made whenever any such distribution is made and
shall become effective immediately after the record date mentioned above.


 


(vi)          In case of any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common
Stock is converted into other securities, cash or property, the Holder shall
have the right thereafter to, at its option, (A) convert the then outstanding
principal amount, together with all accrued but unpaid interest and any other amounts
then owing hereunder in respect of this Debenture into the shares of stock and
other securities, cash and property receivable upon or deemed to be held by
holders of the Common Stock following such reclassification or share exchange,
and the Holder of this Debenture shall be entitled upon such event to receive
such amount of securities, cash or property as the shares of the Common Stock
of the Obligor into which the then outstanding principal amount, together with
all accrued but unpaid interest and any other amounts then owing hereunder in
respect of this Debenture could have been converted immediately prior to such
reclassification or share exchange would have been entitled, or (B) require the
Obligor to prepay the outstanding principal amount of this Debenture, plus all
interest and other amounts due and payable thereon. The entire prepayment price
shall be paid in cash. This provision shall similarly apply to successive
reclassifications or share exchanges.


 


(vii)         All calculations under this Section 3 shall be rounded up to the
nearest $0.001 or whole share.


 


(viii)        Whenever the Fixed Conversion Price is
adjusted pursuant to Section 3
hereof, the Obligor shall promptly mail to the Holder a notice setting forth
the Fixed Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.


 


(ix)           If (A) the Obligor shall declare a
dividend (or any other distribution) on the Common Stock; (B) the Obligor shall
declare a special nonrecurring cash dividend on or a redemption of the Common
Stock; (C) the Obligor shall authorize the granting to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights; (D) the approval of any stockholders of
the Obligor shall be required in connection with any reclassification of the
Common Stock, any consolidation or merger to which the Obligor is a party, any
sale or transfer of all or substantially all of the assets of the Obligor, of
any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; or (E) the Obligor shall authorize the voluntary
or involuntary 


 


8

















 


dissolution, liquidation or winding up of the affairs of the Obligor;
then, in each case, the Obligor shall cause to be filed at each office or
agency maintained for the purpose of conversion of this Debenture, and shall
cause to be mailed to the Holder at its last address as it shall appear upon
the stock books of the Obligor, at least twenty (20) calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be
taken, the date as of which the holders of the Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close,
and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange, provided, that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice. The Holder is entitled to convert this Debenture during the
20-day calendar period commencing the date of such notice to the effective date
of the event triggering such notice.


 


(x)            In case of any (1) merger or
consolidation of the Obligor or any Subsidiary of the Obligor with or into
another Person, or (2) sale by the Obligor or any Subsidiary of the Obligor of
more than one-half of the assets of the Obligor in one or a series of related
transactions, a Holder shall have the right to (A) exercise any rights under Section 2(b), (B) convert the aggregate
amount of this Debenture then outstanding into the shares of stock and other
securities, cash and property receivable upon or deemed to be held by holders
of Common Stock following such merger, consolidation or sale, and such Holder
shall be entitled upon such event or series of related events to receive such
amount of securities, cash and property as the shares of Common Stock into
which such aggregate principal amount of this Debenture could have been
converted immediately prior to such merger, consolidation or sales would have
been entitled, or (C) in the case of a merger or consolidation, require the
surviving entity to issue to the Holder a convertible Debenture with a
principal amount equal to the aggregate principal amount of this Debenture then
held by such Holder, plus all accrued and unpaid interest and other amounts
owing thereon, which such newly issued convertible Debenture shall have terms
identical (including with respect to conversion) to the terms of this
Debenture, and shall be entitled to all of the rights and privileges of the
Holder of this Debenture set forth herein and the agreements pursuant to which
this Debentures were issued. In the case of clause (C), the conversion price
applicable for the newly issued shares of convertible preferred stock or
convertible Debentures shall be based upon the amount of securities, cash and
property that each share of Common Stock would receive in such transaction and
the Conversion Price in effect immediately prior to the effectiveness or closing
date for such transaction. The terms of any such merger, sale or consolidation
shall include such terms so as to continue to give the Holder the right to
receive the securities, cash and property set forth in this Section upon any
conversion or redemption following such event. This provision shall similarly
apply to successive such events. Notwithstanding any provision to the contrary
contained in this Debenture, the provisions of this Section 3(c)(x) shall not apply to any merger or
consolidation of or sale by the Obligor or any Subsidiary of the Obligor entered
into in connection with a Company Full Mandatory 


 


9

















 


Redemption(as defined in the Senior Secured Convertible Notes).


 


(xi)           Notwithstanding any provision to the
contrary contained in this Debenture, no adjustment under this Section 3(c)
shall be made as to the Fixed Conversion Price as a result of the issuance,
grant, exercise or conversion of the Excluded Securities.


 


(d)           Other Provisions.


 


(i)            The Obligor covenants that it will
at all times reserve and keep available out of its authorized and unissued
shares of Common Stock solely for the purpose of issuance upon conversion of
this Debenture and payment of interest on this Debenture, each as herein
provided, free from preemptive rights or any other actual contingent purchase
rights of persons other than the Holder, not less than such number of shares of
the Common Stock as shall (subject to any additional requirements of the
Obligor as to reservation of such shares set forth in this Debenture) be
issuable (taking into account the adjustments and restrictions of Sections 2(b) and  3(c)) upon the conversion of the
outstanding principal amount of this Debenture and payment of interest
hereunder; and within three (3) Business Days following the receipt by the
Obligor of a Holder’s notice that such minimum number of shares of Common Stock
is not so reserved, the Obligor shall promptly reserve a sufficient number of
shares of Common Stock to comply with such requirement. The Obligor covenants
that all shares of Common Stock that shall be so issuable shall, upon issue, be
duly and validly authorized, issued and fully paid, nonassessable.


 


(ii)           Upon a conversion hereunder the
Obligor shall not be required to issue stock certificates representing
fractions of shares of the Common Stock, but may if otherwise permitted, make a
cash payment in respect of any final fraction of a share based on the Closing
Bid Price at such time. If the Obligor elects not, or is unable, to make such a
cash payment, the Holder shall be entitled to receive, in lieu of the final
fraction of a share, one whole share of Common Stock.


 


(iii)          The issuance of certificates for
shares of the Common Stock on conversion of this Debenture shall be made
without charge to the Holder thereof for any documentary stamp or similar taxes
that may be payable in respect of the issue or delivery of such certificate,
provided that the Obligor shall not be required to pay any tax that may be
payable in respect of any transfer involved in the issuance and delivery of any
such certificate upon conversion in a name other than that of the Holder of
such Debenture so converted and the Obligor shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Obligor the amount of such tax or shall
have established to the satisfaction of the Obligor that such tax has been
paid.


 


(iv)          Nothing herein shall limit a Holder’s
right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Obligor’s failure
to deliver certificates representing shares of Common Stock upon conversion
within the period specified herein and such Holder shall have the right to
pursue all remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief, in each
case without the need to post a bond or provide other security. The exercise of
any such 


 


10

















 


rights shall not prohibit the Holder from seeking to enforce damages
pursuant to any other Section hereof or under applicable law.


 


(v)           In addition to any other rights
available to the Holder, if the Obligor fails to deliver to the Holder such
certificate or certificates pursuant to Section
3(a)(i) by the fifth (5th) Trading Day after the
Conversion Date, and if after such fifth (5th) Trading Day the
Holder purchases (in an open market transaction or otherwise) Common Stock to
deliver in satisfaction of a sale by such Holder of the Underlying Shares which
the Holder anticipated receiving upon such conversion (a “Buy-In”), then
the Obligor 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 market price of the Common Stock at
the time of the sale giving rise to such purchase obligation and (B) at the
option of the Holder, either reissue a Debenture in the 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
Obligor timely complied with its delivery requirements under Section 3(a)(i). 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 Debentures with respect to
which the market price of the Underlying Shares on the date of conversion was a
total of $10,000 under clause (A) of the immediately preceding sentence, the
Obligor shall be required to pay the Holder $1,000. The Holder shall provide
the Obligor written notice indicating the amounts payable to the Holder in
respect of the Buy-In.


 


(vi)          The Obligor represents that in no
event shall any conversion under the Debenture at prices that are less than or
equal to $0.65 trigger any adjustments, ratchets, or resets on any securities
issued pursuant to the Senior Secured Financing Documents.


 


Section 4.              Notices. Any notices, consents, waivers or other
communications required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) Trading Day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:


 


	
  If to the
  Company, to:

  	
  Wentworth
  Energy, Inc.

  
	
   

  	
  112 E. Oak Street, Suite 200

  
	
   

  	
  Palestine,
  Texas 75801

  
	
   

  	
  Attention:

  	
  Chief
  Executive Officer

  
	
   

  	
  Telephone:

  	
  (903)
  723-0395

  
	
   

  	
  Facsimile:

  	
  (903)
  723-5368

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Wentworth
  Energy, Inc.

  
	
   

  	
  Suite 306A,
  15252 - 32nd Avenue

  



 


11

















 


	
   

  	
  Surrey,
  British Columbia, V3S 0R7

  
	
   

  	
  Canada

  	
   

  
	
   

  	
  Attention:

  	
  Chief
  Financial Officer

  
	
   

  	
  Telephone

  	
  (604)
  536-6055

  
	
   

  	
  Facsimile:

  	
  (604)
  536-6077

  
	
   

  	
   

  	
   

  
	
  With a copy
  (for informational

  	
   

  	
   

  
	
  purposes
  only) to:

  	
  Dieterich
  & Associates

  
	
   

  	
  11300 W.
  Olympic Blvd.

  
	
   

  	
  Los Angeles,
  CA 90064

  
	
   

  	
  Attention:

  	
  Chris
  Dieterich, Esq.

  
	
   

  	
  Telephone:

  	
  (310)
  312-6888

  
	
   

  	
  Facsimile:

  	
  (310)
  312-6680

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Troutman Sanders LLP

  
	
   

  	
  401 9th St., N.W.

  
	
   

  	
  Suite 1000

  
	
   

  	
  Washington, DC 20004-2134

  
	
   

  	
  Attention:

  	
  Todd R. Coles, Esq.

  
	
   

  	
  Telephone:

  	
  (202) 274-2810

  
	
   

  	
  Facsimile:

  	
  (202) 654-5649

  
	
   

  	
   

  	
   

  
	
  If to the
  Holder:

  	
  YA Global
  Investments, L.P.

  
	
   

  	
  c/o Cornell
  Capital Partners, LP

  
	
   

  	
  101 Hudson
  Street, Suite 3700

  
	
   

  	
  Jersey City,
  NJ 07303

  
	
   

  	
  Attention:

  	
  Mark Angelo

  
	
   

  	
  Telephone:

  	
  (201)
  985-8300

  
	
   

  	
  Facsimile:

  	
  (201)
  985-8266

  
	
   

  	
   

  	
   

  
	
  With a copy
  to:

  	
  David
  Gonzalez, Esq.

  
	
   

  	
  101 Hudson
  Street – Suite 3700

  
	
   

  	
  Jersey City,
  NJ 07302

  
	
   

  	
  Telephone:

  	
  (201)
  985-8300

  
	
   

  	
  Facsimile:

  	
  (201)
  985-8266

  



 


or at such other address and/or
facsimile number and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party three (3) Business
Days prior to the effectiveness of such change. Written confirmation of receipt
(i) given by the recipient of such notice, consent, waiver or other
communication, (ii) mechanically or electronically generated by the sender’s
facsimile machine containing the time, date, recipient facsimile number and an
image of the first page of such transmission or (iii) provided by a nationally
recognized overnight delivery service, shall be rebuttable evidence of personal



 


12

















 


service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.


 


Section 5.              Definitions. For the
purposes hereof, the following terms shall have the following meanings:


 


“Approved
Stock Plan” means any employee benefit plan, arrangement or other agreement
which has been approved by the Board of Directors of the Company, pursuant to
which the Company’s securities may be issued to any employee, consultant,
officer or director for services provided to the Company.


 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a
federal legal holiday in the United States or a day on which banking
institutions are authorized or required by law or other government action to
close.


 


“Change of
Control Transaction” means the occurrence of (a) an acquisition after the
date hereof by an individual or legal entity or “group” (as described in Rule
l3d-5(b)(l) promulgated under the Exchange Act) of effective control (whether
through legal or beneficial ownership of capital stock of the Obligor, by
contract or otherwise) of in excess of fifty percent (50%) of the voting
securities of the Obligor (except that the acquisition of voting securities by
the Holder shall not constitute a Change of Control Transaction for purposes
hereof), (b) a replacement at one time or over time of more than one-half of
the members of the board of directors of the Obligor which is not approved by a
majority of those individuals who are members of the board of directors on the
date hereof (or by those individuals who are serving as members of the board of
directors on any date whose nomination to the board of directors was approved
by a majority of the members of the board of directors who are members on the
date hereof), (c) the merger, consolidation or sale of fifty percent (50%) or
more of the assets of the Obligor or any Subsidiary of the Obligor in one or a
series of related transactions with or into another entity, or (d) the
execution by the Obligor of an agreement to which the Obligor is a party or by
which it is bound, providing for any of the events set forth above in (a), (b)
or (c); provided, however, that notwithstanding any provision to the contrary
contained in this Debenture, in no event shall any event or circumstance,
transaction, agreement or arrangement of any kind entered into by the Company in
connection with a Company Full Mandatory Redemption (as defined in the Senior
Secured Convertible Notes) be a “Change of Control Transaction” for purposes of
this Debenture.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the common stock, par value $.001, of the Obligor and stock of
any other class into which such shares may hereafter be changed or
reclassified.


 


“Conversion
Date” means the date upon which the Holder gives the Obligor notice of
their intention to effectuate a conversion of this Debenture into shares of the
Company’s Common Stock as outlined herein.


 


“Convertible
Securities” means any stock or securities (other than Options) directly or 


 


13

















 


indirectly convertible into or exercisable or exchangeable for Common
Stock


 


“Closing
Bid Price” means the price per share in the last reported trade of the
Common Stock on the OTC or on the exchange which the Common Stock is then
listed as quoted by Bloomberg, LP.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Excluded
Securities” means any Common Stock issued or issuable: (i) in connection
with any Approved Stock Plan; (ii) upon conversion of this Debenture or any of
the other Amended and Restated Convertible Debentures (as defined in the
Securities Purchase Agreement) or upon conversion of the Senior Secured
Convertible Notes or upon exercise of the Amended and Restated Warrants (as
defined in the Securities Purchase Agreement) or the Warrants (as defined in
the Other Securities Purchase Agreement); (iii) upon exercise of any Options or
Convertible Securities which are outstanding, or that are subject to a written
agreement as to their issuance that is listed on a schedule to the Other Securities
Purchase Agreement; (iv) in an amount not to exceed 250,000 shares of Common
Stock in the aggregate pursuant to a judgment or settlement in connection with
(a) the PIN Financial Matter or (b) the UOS Energy Matter including, without
limitation, Common Stock issuable pursuant to Options granted or Convertible
Securities issued pursuant to such judgment or settlement; and (v) otherwise
pursuant to a written agreement that is listed on a schedule to the Other Securities
Purchase Agreement, provided that the terms of conversion price, exchange
price, exercise or other purchase price therein are not amended, modified or
otherwise changed after the date hereof to reduce the conversion price,
exchange price, exercise or other purchase price below that in effect on the
date hereof, and the terms of the number of shares of Common Stock issued or
issuable therein are not amended, modified or changed after the date hereof to increase
the number of shares of Common Stock issued or issuable above that in effect on
the date hereof, by virtue of any amendment, modification or change to such
Options or Convertible Securities or written agreements after the date hereof.


 


“Options”
means any rights, warrants or options to subscribe for or purchase shares of
Common Stock or Convertible Securities.


 


“Original
Issue Date” means the initial date of this Debenture regardless of the number
of transfers or amendments and regardless of the number of instruments which
may be issued to evidence such Debenture.


 


“Other
Securities Purchase Agreement” means that certain Securities Purchase
Agreement dated as of July 24, 2006, by and among the Company and each of the
buyers party thereto, as the same may be amended, modified or supplemented from
time to time including, without limitation, by those certain Amendment
Agreements, each dated as of October 31, 2007, by and between the Obligor and
the buyer party thereto.


 


“Person”
means a corporation, an association, a partnership, organization, a business,
an individual, a government or political subdivision thereof or a governmental
agency.


 


14

















 


“PIN Financial
Matter”  means the matter
pending in the US District Court, Southern District of New York (06 CV 2779)
against the Company by PIN Financial LLC claiming a commission for introduction
to Cornell Capital Partners, LP, which has been aggressively denied and
disputed by both Wentworth and Cornell Capital Partners, LP.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.


 


“Senior
Secured Convertible Notes” means those certain Amended and Restated Notes
and New Note as defined in and issued by the Company pursuant to the Other
Securities Purchase Agreement.


 


“Senior
Secured Financing Documents” means the Other Securities Purchase Agreement
and each other agreement entered into by the parties thereto in connection with
the transactions contemplated thereby, including without limitation the Amended
and Restated Notes, the New Notes, the Amended and Restated Warrants, the New
Warrants, the Amended and Restated Registration Rights Agreement, the Amended
and Restated Pledge Agreement, the Amended and Restated Security Agreement, the
Amended and Restated Barnico Guaranty, and the Amended and Restated Deeds of
Trust as each such term is defined therein.


 


“Subsidiary”
means any entity in which the Company, directly or indirectly, owns a majority
in voting power of the capital stock or equity or similar interests, provided
that for purposes of this Debenture, Wentworth Oil and Gas, Inc. shall not be a
Subsidiary.


 


“Trading
Day” means a day on which the shares of Common Stock are quoted on the OTC
or quoted or traded on such Subsequent Market on which the shares of Common
Stock are then quoted or listed; provided, that in the event that the shares of
Common Stock are not listed or quoted, then Trading Day shall mean a Business
Day.


 


“Transaction
Documents” has the meaning given to such term in the Securities Purchase
Agreement.


 


“Underlying
Shares” means the shares of Common Stock issuable upon conversion of this
Debenture or as payment of interest in accordance with the terms hereof.


 


“UOS Energy
Matter” means, the matter pending in the Superior Court of California,
County of Los Angeles, West District (SC09064) against the Company and others
by UOS Energy, LLC relating to the Company’s refusal to purchase certain tar
sands leases in Utah in consideration of 1,000,000 shares of Common Stock.


 


“Volume
Weighted Average Price” means, for any security as of any date, the daily
dollar volume-weighted average price for such security as reported by Bloomberg
through its “Historical Prices – Px Table with Average Daily Volume” functions,
or, if no dollar volume-weighted average price is reported for such security by
Bloomberg, the average of the highest 


 


15

















 


closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in the “pink sheets” by Pink Sheets LLC.


 


Section 6.              Except as expressly provided
herein, no provision of this Debenture shall alter or impair the obligations of
the Obligor, which are absolute and unconditional, to pay the principal of,
interest and other charges (if any) on, this Debenture at the time, place, and
rate, and in the coin or currency, herein prescribed. This Debenture is a
direct obligation of the Obligor. This Debenture ranks pari passu with all
other Debentures now or hereafter issued under the terms set forth herein. As
long as this Debenture is outstanding, the Obligor shall not and shall cause its
Subsidiaries not to, without the consent of the Holder, (i) amend its
certificate of incorporation, bylaws or other charter documents so as to
adversely affect any rights of the Holder; (ii) repay, repurchase or offer to
repay, repurchase or otherwise acquire shares of its Common Stock or other equity
securities other than as to the Underlying Shares to the extent permitted or
required under the Transaction Documents; or (iii) enter into any agreement
with respect to any of the foregoing, except as may be required or permitted by
the Senior Secured Financing Documents.


 


Section 7.              This Debenture shall not entitle
the Holder to any of the rights of a stockholder of the Obligor, including
without limitation, the right to vote, to receive dividends and other
distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Obligor, unless and to the extent
converted into shares of Common Stock in accordance with the terms hereof


 


Section 8.              If this Debenture is mutilated,
lost, stolen or destroyed, the Obligor shall execute and deliver, in exchange
and substitution for and upon cancellation of the mutilated Debenture, or in
lieu of or in substitution for a lost, stolen or destroyed Debenture, a new
Debenture for the principal amount of this Debenture so mutilated, lost, stolen
or destroyed but only upon receipt of evidence of such loss, theft or
destruction of such Debenture, and of the ownership hereof, and indemnity, if
requested, all reasonably satisfactory to the Obligor.


 


Section 9.              From and after the date on which
all of the Senior Secured Convertible Notes have been fully paid and satisfied
in accordance with their terms, (a) no indebtedness of the Obligor will be senior
to this Debenture in right of payment, whether with respect to interest,
damages or upon liquidation or dissolution or otherwise; and (b) without the
Holder’s consent, the Obligor will not and will not permit any of its Subsidiaries
to, directly or indirectly, enter into, create, incur, assume or suffer to
exist any indebtedness of any kind, on or with respect to any of its property
or assets now owned or hereafter acquired or any interest therein or any income
or profits there from that is senior in any respect to the obligations of the
Obligor under this Debenture.


 


Section 10.            This Debenture shall be governed by
and construed in accordance with the laws of the State of New Jersey, without
giving effect to conflicts of laws thereof. Each of the parties consents to the
jurisdiction of the Superior Courts of the State of New Jersey sitting in
Hudson County, New Jersey and the U.S. District Court for the District of New
Jersey sitting in Newark, New Jersey in connection with any dispute arising
under this Debenture and hereby 


 


16

















 


waives, to the maximum extent permitted by law, any objection,
including any objection based on forum  non  conveniens to
the bringing of any such proceeding in such jurisdictions.


 


Section 11.            If the Obligor fails to strictly
comply with the terms of this Debenture, then the Obligor shall reimburse the
Holder promptly for all fees, costs and expenses, including, without
limitation, attorneys’ fees and expenses incurred by the Holder in any action
in connection with this Debenture, including, without limitation, those incurred:
(i) during any workout, attempted workout, and/or in connection with the
rendering of legal advice as to the Holder’s rights, remedies and obligations,
(ii) collecting any sums which become due to the Holder, (iii) defending or
prosecuting any proceeding or any counterclaim to any proceeding or appeal; or
(iv) the protection, preservation or enforcement of any rights or remedies of
the Holder.


 


Section 12.            Any waiver by the Holder of a breach
of any provision of this Debenture shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Debenture. The failure of the Holder to insist upon strict
adherence to any term of this Debenture on one or more occasions shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Debenture. Any waiver must be
in writing.


 


Section 13.            If any provision of this Debenture
is invalid, illegal or unenforceable, the balance of this Debenture shall
remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons and
circumstances. If it shall be found that any interest or other amount deemed
interest due hereunder shall violate applicable laws governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to
equal the maximum permitted rate of interest. The Obligor covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law or other law which would prohibit or forgive
the Obligor from paying all or any portion of the principal of or interest on
this Debenture as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of
this indenture, and the Obligor (to the extent it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that
it will not, by resort to any such law, hinder, delay or impeded the execution
of any power herein granted to the Holder, but will suffer and permit the
execution of every such as though no such law has been enacted.


 


Section 14.            Whenever any payment or other
obligation hereunder shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day.


 


Section 15.            THE PARTIES HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS DEBENTURE OR ANY TRANSACTION 


 


17

















 


DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS DEBENTURE.


 


Section 16.            Entire Agreement. This
Debenture reflects the entire understanding of the Obligor and the Holder with
respect to the transactions contemplated hereby and shall not be contradicted
or qualified by any other agreement, oral or written, entered into before the
date hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


18

















 


IN WITNESS WHEREOF,
the Obligor has caused this Amended and Restated Secured Convertible Debenture
to be duly executed by a duly authorized officer as of the date set forth
above.


 


	
   

  	
   

  	
  WENTWORTH ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  John Punzo

  
	
   

  	
   

  	
  Title: 

  	
  Chief
  Executive Officer

  
						



 


19

















 


EXHIBIT “A”


 


NOTICE OF CONVERSION


 


(To be executed by the Holder in order to convert
the Debenture)


 


TO:


 


The
undersigned hereby irrevocably elects to convert $                          
of the principal amount of the above Debenture into Shares of Common Stock of
Wentworth Energy, Inc., according to the conditions stated therein, as of the
Conversion Date written below.


 


	
  Conversion Date:

  	
   

  
	
   

  	
   

  
	
  Applicable Conversion Price:

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Amount to be converted:

  	
  $

  
	
   

  	
   

  
	
  Amount of Debenture

  	
   

  
	
  unconverted:

  	
  $

  
	
   

  	
   

  
	
  Conversion Price per share:

  	
  $

  
	
   

  	
   

  
	
  Number of shares of Common

  	
   

  
	
  Stock to be issued:

  	
   

  
	
   

  	
   

  
	
  Please issue the shares of

  	
   

  
	
  Common Stock in the following

  	
   

  
	
  name and to the following

  	
   

  
	
  address:

  	
   

  
	
   

  	
   

  
	
  Issue to:

  	
   

  
	
   

  	
   

  
	
  Authorized Signature:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  Phone Number:

  	
   

  
	
   

  	
   

  
	
  Broker DTC Participant Code:

  	
   

  
	
   

  	
   

  
	
  Account Number:

  	
   

  



 


20