World Moto, Inc. - Exhibit 10.2 - Filed by newsfilecorp.com






NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS
SECURITY 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS
SECURITY SHOULD CAREFULLY REVIEW THE TERMS OF THIS SECURITY, INCLUDING SECTION
4(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS SECURITY AND, ACCORDINGLY,
THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE LESS THAN THE
AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 4(a) OF THIS
SECURITY. 

	Principal Amount: $ 	Original Issue Date:
      _______________, 2014 
	Purchase Price: $ 	 


12% SENIOR SECURED CONVERTIBLE DEBENTURE 
DUE
2015 


            THIS
12% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized
and validly issued 12% Senior Secured Convertible Debentures of World Moto,
Inc., a Nevada corporation, (the “Company”), having its principal place
of business at 131 Thailand Science Park INC-1 #214, Phahonyothin Road, Klongl,
Klong Luang, Patumthani 12120 Thailand, designated as its 12% Senior Secured
Convertible Debenture due 2015 (this debenture, the “Debenture” and,
collectively with the other debentures of such series, the “Debentures”).


            All
obligations under this Debenture are secured by assets of the Company, as more
fully set forth in the security agreement between the Company and the Holder,
executed as of the Original Issuance Date. 

            FOR
VALUE RECEIVED, the Company promises to pay to __________ or its registered
assigns (the “Holder”), or shall have paid pursuant to the terms
hereunder, the principal sum of $_________ on the twelve month anniversary of
the issue date hereof (the “Maturity Date”) or such earlier date as this
Debenture is required or permitted to be repaid as provided hereunder, and to
pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Debenture in accordance with the provisions
hereof. This Debenture shall have an original issue discount of eight percent
(8%) from the stated Principal Amount. This Debenture is subject to the
following additional provisions: 

1




Section
1.              
Definitions. For the purposes hereof, in addition to the terms defined
elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein
shall have the meanings set forth in the Purchase Agreement and (b) the
following terms shall have the following meanings: 

           
“Alternate Consideration” shall have the meaning set forth in Section
5(e). 

            “Amortization
Amount” means (i) with respect to any Amortization Date other than the
Maturity Date (the “applicable Amortization Date”), the product of (A) the
quotient of one divided by the number of remaining Amortization Dates, including
the applicable Amortization Date and the Maturity Date, and (B) the outstanding
principal amount of this Debenture on the applicable Amortization Date, and (ii)
with respect to the Amortization Date that is the Maturity Date, the principal
amount of this Debenture outstanding as of such Amortization Date (in each case,
as any such Amortization Amount may be reduced pursuant to the terms of this
Debenture, whether upon conversion, redemption or otherwise) together with, in
each case of clauses (i) and (ii) above, the sum of any accrued and unpaid
interest as of such Amortization Date under this Debenture. 

           
“Amortization Date” shall have the meaning set forth in Section 2(c).


           
“Amortization Notice Date” shall have the meaning set forth in Section
2(c). 

           
“Authorized Failure Shares” shall have the meaning set forth in Section
4(c)(vi). 

           
“Amortizing Conversion Notice” shall have the meaning set forth in
Section 2(c). 

           
“Authorized Share Failure” shall have the meaning set forth in Section
4(c)(vi). 

            “Bankruptcy
Event” means any of the following events: (a) the Company or any Significant
Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof
commences a case or other proceeding under any bankruptcy, reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction relating to the Company or any
Significant Subsidiary thereof, (b) there is commenced against the Company or
any Significant Subsidiary thereof any such case or proceeding that is not
dismissed within 60 days after commencement, (c) the Company or any Significant
Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief
or other order approving any such case or proceeding is entered, (d) the Company
or any Significant Subsidiary thereof suffers any appointment of any custodian
or the like for it or any substantial part of its property that is not
discharged or stayed within 60 calendar days after such appointment, (e) the
Company or any Significant Subsidiary thereof makes a general assignment for the
benefit of creditors, (f) the Company or any Significant Subsidiary thereof
calls a meeting of its creditors with a view to arranging a composition,
adjustment or restructuring of its debts or (g) the Company or any Significant
Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of
the foregoing or takes any corporate or other action for the purpose of
effecting any of the foregoing. 

2




           
“Base Conversion Price” shall have the meaning set forth in Section
5(b).

           
“Beneficial Ownership Limitation” shall have the meaning set forth in
Section 4(d). 

            “Business
Day” means any day except any Saturday, any Sunday, any day which is a
federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other
governmental action to close. 

           
“Buy-In” shall have the meaning set forth in Section 4(c)(v). 

            “Change
of Control Transaction” means the occurrence after the date hereof of any of
(a) an acquisition after the date hereof by an individual or legal entity or
“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
effective control (whether through legal or beneficial ownership of capital
stock of the Company, by contract or otherwise) of in excess of 50% of the
voting securities of the Company (other than by means of conversion or exercise
of the Debentures and the Securities issued together with the Debentures), (b)
the Company merges into or consolidates with any other Person, or any Person
merges into or consolidates with the Company and, after giving effect to such
transaction, the stockholders of the Company immediately prior to such
transaction own less than 50% of the aggregate voting power of the Company or
the successor entity of such transaction, (c) the Company sells or transfers all
or substantially all of its assets to another Person and the stockholders of the
Company immediately prior to such transaction own less than 50% of the aggregate
voting power of the acquiring entity immediately after the transaction, (d) a
replacement at one time or within a one year period of more than one-half of the
members of the Board of Directors which is not approved by a majority of those
individuals who are members of the Board of Directors on the Original Issue Date
(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), or
(e) the execution by the Company of an agreement to which the Company is a party
or by which it is bound, providing for any of the events set forth in clauses
(a) through (d) above. 

           
“Company Notice Date” shall have the meaning set forth in Section 6(a).


           
“Conversion” shall have the meaning ascribed to such term in Section 4.


           
“Conversion Date” shall have the meaning set forth in Section 4(a). 

           
“Conversion Price” shall have the meaning set forth in Section 4(b). 

            “Conversion
Schedule” means the Conversion Schedule in the form of Schedule 1
attached hereto. 

3




            “Conversion
Shares” means, collectively, the shares of Common Stock issuable upon
conversion of this Debenture in accordance with the terms hereof.

            “Conversion
Share Ratio” means as to any applicable Amortization Date (as defined
below), the quotient of (i) the number of Pre-Amortization Conversion Shares
delivered in connection with such Amortization Date divided by (ii) the number
of Post-Amortization Conversion Shares applicable to such Amortization Date.


           
“Debenture Register” shall have the meaning set forth in Section 2(c).


           
“Dilutive Issuance” shall have the meaning set forth in Section 5(b).


           
“Dilutive Issuance Notice” shall have the meaning set forth in Section
5(b). 

            
“Equity Conditions” means, during the period in question, (a) the Company
shall have duly honored all previous conversions and redemptions pursuant to
this Debenture, if any, (b) the Company shall have paid all liquidated damages
and other amounts owing to the Holder in respect of this Debenture, (c) the
Common Stock is trading on a Trading Market and all of the shares issuable
pursuant to the Transaction Documents are listed or quoted for trading on such
Trading Market (and the Company believes, in good faith, that trading of the
Common Stock on a Trading Market will continue uninterrupted for the foreseeable
future), (d) there is a sufficient number of authorized but unissued and
otherwise unreserved shares of Common Stock for the issuance of all of the
shares then issuable pursuant to the Transaction Documents, (e) there is no
existing Event of Default and no existing event which, with the passage of time
or the giving of notice, would constitute an Event of Default, (f) the issuance
of the shares in question to the Holder would not violate the limitations set
forth in Section 4(d) herein, (g) there has been no public announcement of a
pending or proposed Fundamental Transaction or Change of Control Transaction
that has not been has not been abandoned, terminated or consummated, (h) the
applicable Holder is not in possession of any information provided by the
Company that constitutes, or may constitute, material non-public information,
and (i) the Company meets the current public information requirements under Rule
144 and the Holder is able to sell its Registrable Securities (as defined in the
Registration Rights Agreement) pursuant to Rule 144. 

           
“Event of Default” shall have the meaning set forth in Section 8(a). 

            “Fixed
Conversion Price” means, as of any date of determination, $0.10, subject to
adjustment as provided herein. 

           
“Fundamental Transaction” shall have the meaning set forth in Section
5(e). 

           
“Holder Notice Date” shall have the meaning set forth in Section 6(a).


            “Interest
Make-Whole Amount” means with respect to each $1,000 principal amount of
Debentures, an amount equal to the amount of any interest that, but for the
Holder’s exercise of its conversion right pursuant to Section 4, an Optional
Redemption by the Company pursuant to Section 6, or acceleration pursuant to
Section 8(b) would have accrued under the Debentures at the Interest Rate for the period from the applicable Conversion
Date, Optional Redemption Date or acceleration date through the one year
anniversary of the Original Issue Date, discounted to the present value of such
interest using a discount rate equal to the interest rate of U.S. Treasury Bonds
with equivalent remaining terms from the applicable Conversion Date, Optional
Redemption Date or acceleration date through the one year anniversary of the
Original Issue Date. 

4




           
“Interest Notice Period” shall have the meaning set forth in Section
2(a). 

           
“Interest Payment Date” shall have the meaning set forth in Section 2(a).


           
“Interest Share Amount” shall have the meaning set forth in Section 2(a).


           
“Late Fees” shall have the meaning set forth in Section 2(d). 

            “Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding
principal amount of this Debenture, plus all accrued and unpaid interest hereon,
plus the applicable Interest Make-Whole Amount, divided by the Conversion Price
on the date the Mandatory Default Amount is either (A) demanded (if demand or
notice is required to create an Event of Default) or otherwise due or (B) paid
in full, whichever has a lower Conversion Price, multiplied by the VWAP on the
date the Mandatory Default Amount is either (x) demanded or otherwise due or (y)
paid in full, whichever has a higher VWAP, or (ii) 118% of the outstanding
principal amount of this Debenture, plus 100% of accrued and unpaid interest
hereon, plus the applicable Interest Make-Whole Amount, and (b) all other
amounts, costs, expenses and liquidated damages due in respect of this
Debenture. 

           
“New York Courts” shall have the meaning set forth in Section 9(d). 

           
“Notice of Conversion” shall have the meaning set forth in Section 4(a).


           
“Optional Redemption” shall have the meaning set forth in Section 6(a).


           
“Optional Redemption Date” shall have the meaning set forth in Section
6(a). 

           
“Optional Redemption Notice” shall have the meaning set forth in Section
6(a). 

           
“Optional Redemption Notice Date” shall have the meaning set forth in
Section 6(a). 

           
“Optional Redemption Period” shall have the meaning set forth in Section
6(a). 

            “Original
Issue Date” means the date of the first issuance of the Debentures,
regardless of any transfers of any Debenture and regardless of the number of
instruments which may be issued to evidence such Debentures. 

            “Post-Amortization
Conversion Shares” means that number of shares of Common Stock that would be
required to be delivered pursuant to Section 2(c) on an applicable Amortization
Date without taking into account the delivery of any
Pre-Amortization Conversion Shares (as defined below). 

5




            “Purchase
Agreement” means the Securities Purchase Agreement, dated as of , 2014 among
the Company and the Holder and the other persons signatory thereto, as amended,
modified or supplemented from time to time in accordance with its terms. 

           
“Purchase Rights” shall have the meaning set forth in Section 5(c). 

            
“Redemption Amount” means the sum of (a) 125% of the then outstanding
principal amount of the Debenture, (b) accrued but unpaid interest, (c) the
applicable Interest Make-Whole Amount, and (d) all liquidated damages and other
amounts due in respect of the Debenture. 

            “Registration
Rights Agreement” means the Registration Rights Agreement, dated as of the
date of the Purchase Agreement, among the Company and the Holder, in the form of
Exhibit B attached to the Purchase Agreement. 

            “Registration
Statement” means a registration statement meeting the requirements set forth
in the Registration Rights Agreement and covering the resale of the Underlying
Shares by each Holder as provided for in the Registration Rights Agreement. 

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

           
“Share Delivery Date” shall have the meaning set forth in Section
4(c)(ii). 

           
“Successor Entity” shall have the meaning set forth in Section 5(e). 

           
“Trading Day” means a day on which the principal Trading Market is open
for trading.

            “Trading
Market” means any of the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the NYSE MKT, the
Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors
to any of the foregoing). 

            “VWAP”
means, for any date, the price determined by the first of the following clauses
that applies: (a) if the Common Stock is then listed or quoted on a Trading
Market other than the OTC Bulletin Board, the daily volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the
Trading Market on which the Common Stock is then listed or quoted as reported by
Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to
4:00 p.m. (New York City time)), (b) if the Common Stock is then quoted on the
OTC Bulletin Board, the volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the
Common Stock is not then listed or quoted for trading on a Trading Market and if
prices for the Common Stock are then reported in the “Pink Sheets” published by
Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair
market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Holders of a majority in interest of the
Debentures then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company. 

6




Section
2.              
Interest and Amortization. 

            a)       
Interest. The Company shall pay guaranteed interest to the Holder on the
aggregate principal amount of this Debenture at the rate of 12%, regardless of
when the principal amount is repaid. Interest hereunder will be paid to the
Person in whose name this Debenture is registered on the records of the Company
regarding registration and transfers of this Debenture (the “Debenture
Register”). 

            b)       
Amortization. Beginning on the sixth-month anniversary of the date of the
Original Issue Date and on the monthly anniversary of such day for each
succeeding month thereafter through and including the Maturity Date (each, an
“Amortization Date”), the Company shall pay to the Holder an amount equal
to the Amortization Amount for such Amortization Date. At least five Trading
Days prior to each Amortization Date, the Company shall notify the Holder (the
date of each such notification, or if such notice is not timely provided, the
date such notice should have been provided, an “Amortization Notice
Date”, and such notice, an “Amortization Notice”) whether the
Amortization Amount will be paid in cash or pursuant to an Amortizing Conversion
(as defined below). If such notice is not timely provided, the Amortization
Amount shall be paid pursuant to an Amortizing Conversion. No later than two (2)
Trading Days after delivery or deemed delivery (as applicable) of the applicable
Amortization Notice electing, in whole or in part, an Amortizing Conversion, the
Company shall deliver to the Holder’s account with DTC such number of shares of
Common Stock (the “Pre-Amortization Conversion Shares”) equal to
the quotient of (x) such Amortization Amount divided by (y) the lesser of (i)
the Conversion Price calculated in accordance with 4(b), and (ii) 70% of the
average of the VWAP for the five Trading Day period ending on, and including,
the Trading Day immediately preceding the Amortization Notice Date, and as to
which the Holder shall be the owner thereof as of such time of delivery or
deemed delivery (as the case may be) of such Amortization Notice. On each
Amortization Date on which the Amortization Amount is to be paid in shares of
Common Stock rather than cash, the Company shall pay to the Holder of this
Debenture the applicable Amortization Amount due on such date by converting
(each an “Amortizing Conversion”) such Amortization Amount in accordance
with Section 4(c), except that (A) the Conversion Price shall be equal to the
lesser of (i) the Conversion Price calculated in accordance with 4(b), and (ii)
70% of the average of the VWAP for the five Trading Day period ending on, and
including, the Trading Day immediately preceding the Amortization Date and (B)
such shares of Common Stock shall be delivered to the Holder on the Amortization
Date. The number of shares of Common Stock to be delivered upon such Amortizing
Conversion shall be reduced by the number of any Pre-Amortization Conversion
Shares delivered in connection with such Amortization Date. Notwithstanding the
foregoing, the Company shall not be entitled to effect an Amortizing Conversion
with respect to any portion of such Amortization Amount and shall be required to
pay the entire amount of such Amortization Amount in cash if the Equity
Conditions are not true and correct from the Amortization Notice Date through
the Amortization Date, except that the Company may still issue shares on the
applicable Amortization Date in accordance with Section 4(c) with the written consent of the
Holder. If any of the Equity Conditions are not satisfied (or waived in writing
by the Holder) on such Amortization Date or on such date a Amortizing Conversion
is not otherwise permitted under any other provision of this Note, then the
Company shall pay the applicable Amortization Amount to the Holder within three
(3) days of such Amortization Date, by wire transfer of immediately available
funds. In addition, if any of the Equity Conditions are not satisfied (or waived
in writing by the Holder) on such Amortization Date or on such date a Amortizing
Conversion is not otherwise permitted under any other provision of this Note,
then, at the Holder’s option, either (I) the Holder shall return any
Pre-Amortization Conversion Shares delivered in connection with the applicable
Amortization Date or (II) the applicable Amortization Amount shall be reduced by
the product of (X) the Amortization Amount applicable to such Amortization Date
multiplied by (Y) the Conversion Share Ratio. If, with respect to an
Amortization Date, the number of Pre-Amortization Conversion Shares delivered to
the Holder exceeds the number of Post-Amortization Conversion Shares with
respect to such Amortization Date, then the number of shares of Common Stock
equal to such excess shall constitute a credit against the number of shares of
Common Stock to be issued to such Holder pursuant to this Section 2(c), at the
option of the Holder, either (x) against any conversion of this Note pursuant to
Section 4 as selected by the Holder or (y) on the Maturity Date, or, if earlier,
the last Amortization Date, reducing the number of shares of Common Stock
required to be actually issued by the Company to the Holder on such date by the
amount of such excess on a share-for-share basis. Delivery of shares of Common
Stock for an Amortizing Conversion shall be made in accordance with the
provisions of Section 4(c) below. The Company may elect to make a payment of the
Amortization Amount in cash to the Holder upon notice to the Holder. If the
Company elects or is required to pay the Amortization Amount in cash, in whole
or in part, in accordance with this Section 2(c), then the amount shall be paid
in cash on the applicable Amortization Date by wire transfer to the Holder of
immediately available funds in an amount equal to the applicable Amortization
Amount.

7




            d)       
Late Fee. All overdue accrued and unpaid interest to be paid hereunder
shall entail a late fee at an interest rate equal to the lesser of 18% per annum
or the maximum rate permitted by applicable law (the “Late Fees”) which
shall accrue daily from the date such interest is due hereunder through and
including the date of actual payment in full. 

            e)       
Prepayment. Except as otherwise set forth in this Debenture in Section 6,
the Company may not prepay any portion of the principal amount of this Debenture
without the prior written consent of the Holder. 

            Section
3.              
Registration of Transfers and Exchanges. 

            a)       
Different Denominations. 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
payable for such registration of transfer or exchange. 

            b)       
Investment Representations. This Debenture has been issued subject to
certain investment representations of the original Holder set forth in the
Purchase Agreement and may be transferred or exchanged only in compliance with the
Purchase Agreement and applicable federal and state securities laws and
regulations. 

8




            c)       
Reliance on Debenture Register. Prior to due presentment for transfer to
the Company of this Debenture, the Company and any agent of the Company may
treat the Person in whose name this Debenture is duly registered on the
Debenture Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Debenture is
overdue, and neither the Company nor any such agent shall be affected by notice
to the contrary.

            Section
4.              
Conversion. 

            a)       
Voluntary Conversion. At any time after the Original Issue Date until
this Debenture is no longer outstanding, this Debenture shall be convertible, in
whole or in part, into shares of Common Stock at the option of the Holder, at
any time and from time to time (subject to the conversion limitations set forth
in Section 4(d) hereof). The Holder shall effect conversions by delivering to
the Company a Notice of Conversion, the form of which is attached hereto as
Annex A (each, a “Notice of Conversion”), specifying therein the
principal amount and accrued interest of this Debenture to be converted and the
date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the
Conversion Date shall be the date that such Notice of Conversion is deemed
delivered hereunder. In the event of a partial conversion of this Debenture
pursuant hereto, the Principal amount converted shall be deducted from the
Amortization Amount(s) relating to the Amortization Date(s) as set forth in the
applicable Notice of Conversion. No ink-original Notice of Conversion shall be
required, nor shall any medallion guarantee (or other type of guarantee or
notarization) of any Notice of Conversion form be required. To effect
conversions hereunder, the Holder shall not be required to physically surrender
this Debenture to the Company unless the entire principal amount of this
Debenture, plus all accrued and unpaid interest thereon, has been so converted.
Conversions hereunder shall have the effect of lowering the outstanding
principal amount of this Debenture in an amount equal to the applicable
conversion. The Holder and the Company shall maintain records showing the
principal amount(s) converted and the date of such conversion(s). The Company
may deliver an objection to any Notice of Conversion within one (1) Business Day
of delivery of such Notice of Conversion. The Holder, and any assignee by
acceptance of this Debenture, acknowledge and agree that, by reason of the
provisions of this paragraph, following conversion of a portion of this
Debenture, the unpaid and unconverted principal amount of this Debenture may be
less than the amount stated on the face hereof. 

            b)       
Conversion Price. The conversion price (the “Conversion Price”) in
effect on any Conversion Date shall be the lesser of (i) the Fixed Conversion
Price and (ii) the price equal to 70% of the lowest traded price per share of
the Common Stock during the 25 Trading Days immediately preceding the date of
conversion.

           
c)        Mechanics of Conversion.


9




            i.          Conversion
Shares Issuable. The number of Conversion Shares issuable upon a conversion
hereunder shall be determined by the quotient obtained by dividing (x) the
outstanding principal amount of this Debenture being converted, plus accrued
interest, plus, the applicable Interest Make-Whole by (y) the Conversion Price.


            ii.        
Delivery of Certificate Upon Conversion. Not later than three (3) Trading
Days after each Conversion Date (the “Share Delivery Date”), the Company
shall deliver, or cause to be delivered, to the Holder a certificate or
certificates representing Conversion Shares which, on or after the Effective
Date, shall be free of restrictive legends and trading restrictions (other than
those which may then be required by the Purchase Agreement) representing the
number of Conversion Shares being acquired upon the conversion of this
Debenture. On or after the Effective Date, the Company shall deliver any
certificate or certificates required to be delivered by the Company under this
Section 4(c) electronically through the Depository Trust Company or another
established clearing corporation performing similar functions. 

            iii.       
Failure to Deliver Certificates. If, in the case of any Notice of
Conversion, such certificate or certificates are not delivered to or as directed
by the applicable Holder by the Share Delivery Date, the Holder shall be
entitled to elect by written notice to the Company at any time on or before its
receipt of such certificate or certificates, to rescind such Conversion, in
which event the Company shall promptly return to the Holder any original
Debenture delivered to the Company and the Holder shall promptly return to the
Company the Common Stock certificates issued to such Holder pursuant to the
rescinded Notice of Conversion. 

            iv.       
Obligation Absolute. The Company’s obligations to issue and deliver the
Conversion Shares upon conversion of this Debenture in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by
the Holder to enforce the same, any waiver or consent with respect to any
provision hereof, the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other Person
of any obligation to the Company or any violation or alleged violation of law by
the Holder or any other Person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection
with the issuance of such Conversion Shares; provided, however,
that such delivery shall not operate as a waiver by the Company of any such
action the Company may have against the Holder. 

           
v.          Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion.
In addition to any other rights available to the Holder, if the Company fails
for any reason to deliver to the Holder such certificate or certificates by the
Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share
Delivery Date the Holder is required by its brokerage firm to purchase (in an
open market transaction or otherwise), or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the Conversion Shares which the Holder was entitled to receive upon
the conversion relating to such Share Delivery Date (a “Buy-In”), then
the Company shall (A) pay in cash to the Holder (in addition to any other
remedies available to or elected by the Holder) the amount, if any, by which (x)
the Holder’s total purchase price (including any brokerage commissions) for the
Common Stock so purchased exceeds (y) the product of (1) the aggregate number of
shares of Common Stock that the Holder was entitled to receive from the
conversion at issue multiplied by (2) the actual sale price at which the
sell order giving rise to such purchase obligation was executed (including any
brokerage commissions) and (B) at the option of the Holder, either reissue (if
surrendered) this Debenture in a principal amount equal to the principal amount
of the attempted conversion (in which case such conversion shall be deemed
rescinded) or deliver to the Holder the number of shares of Common Stock that
would have been issued if the Company had timely complied with its delivery
requirements under Section 4(c)(ii). 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 this Debenture with respect to which the actual sale
price of the Conversion Shares (including any brokerage commissions) giving rise
to such purchase obligation was a total of $10,000 under clause (A) of the
immediately preceding sentence, the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In and, upon request of the
Company, evidence of the amount of such loss. Nothing herein shall limit a
Holder’s right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon conversion of this
Debenture as required pursuant to the terms hereof.

10




            vi.       
Reservation of Shares Issuable Upon Conversion. So long as this Debenture
is outstanding, the Company shall take all action necessary to reserve and keep
available out of its authorized and unissued Common Stock, solely for the
purpose of effecting the conversion of the Debenture, a number of shares of
Common Stock, as of any date of determination, in accordance with the following
formula:

Required Minimum = (OA/CP) x 3

OA = the outstanding principal amount
of this Debenture, plus 100% of accrued and unpaid interest hereon, plus the
applicable Interest Make-Whole Amount on such date of determination; 

CP = the applicable Conversion Price
on such date of determination.

            The
Company covenants that all shares of Common Stock that shall be so issuable
shall, upon issue, be duly authorized, validly issued, fully paid and
nonassessable, and, if the Registration Statement is then effective under the
Securities Act shall be registered for public resale in accordance with such
Registration Statement (subject to such Holder’s compliance with its obligations
under the Registration Rights Agreement). 

            vii.       
Insufficient Authorized Shares. If, notwithstanding Section 4(c)(v), and
not in limitation thereof, at any time while any of the Debentures remain
outstanding the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve for
issuance upon conversion of the Debentures at least a number of shares of Common
Stock equal to the Required Minimum specified in Section 4(c)(v) (an
“Authorized Share Failure”), then the Company shall immediately take all
action necessary to increase the Company’s authorized shares of Common Stock to
an amount sufficient to allow the Company to reserve the applicable amount for
the Debentures then outstanding. Without limiting the generality of the
foregoing sentence, as soon as practicable after the date of the occurrence of
an Authorized Share Failure, but in no event later than sixty
(60) days after the occurrence of such Authorized Share Failure, the Company
shall hold a meeting of its stockholders for the approval of an increase in the
number of authorized shares of Common Stock. In connection with such meeting,
the Company shall provide each stockholder with a proxy statement and shall use
its best efforts to solicit its stockholders’ approval of such increase in
authorized shares of Common Stock and to cause its board of directors to
recommend to the stockholders that they approve such proposal. In the event that
the Company is prohibited from issuing shares of Common Stock upon any
conversion due to the failure by the Company to have sufficient shares of Common
Stock available out of the authorized but unissued shares of Common Stock (such
unavailable number of shares of Common Stock, the “Authorized Failure
Shares”), in lieu of delivering such Authorized Failure Shares to the
Holder, the Company shall pay cash in exchange for the portion of the Debenture
convertible into such Authorized Failure Shares at a price equal to the sum of
the product of (x) such number of Authorized Failure Shares and (y) the greatest
closing sale price of the Common Stock on any Trading Day during the period
commencing on the date the Authorized Failure Shares should have been issued
pursuant to the terms of this Debenture and ending on the date of such issuance
of payment under this Section 4(c)(vi).

11




            viii.     
Fractional Shares. No fractional shares or scrip representing fractional
shares shall be issued upon the conversion of this Debenture. As to any fraction
of a share which the Holder would otherwise be entitled to purchase upon such
conversion, the Company shall at its election, either pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Conversion Price or round up to the next whole share. 

            ix.       
Transfer Taxes and Expenses. The issuance of certificates for shares of
the Common Stock on conversion of this Debenture shall be made without charge to
the Holder hereof for any documentary stamp or similar taxes that may be payable
in respect of the issue or delivery of such certificates, provided that, the
Company 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 this Debenture so
converted and the Company 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 Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid. The
Company shall pay all Transfer Agent fees required for same-day processing of
any Notice of Conversion. 

12




            d)        Holder’s Conversion Limitations. The Company shall not effect any
conversion of this Debenture, and a Holder shall not have the right to convert
any portion of this Debenture, to the extent that after giving effect to the
conversion set forth on the applicable Notice of Conversion, the Holder
(together with the Holder’s Affiliates, and any Persons acting as a group
together with the Holder or any of the Holder’s Affiliates) would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For
purposes of the foregoing sentence, the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates shall include the number of
shares of Common Stock issuable upon conversion of this Debenture with respect
to which such determination is being made, but shall exclude the number of
shares of Common Stock which are issuable upon (i) conversion of the remaining,
unconverted principal amount of this Debenture beneficially owned by the Holder or
any of its Affiliates and (ii) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company subject to a
limitation on conversion or exercise analogous to the limitation contained
herein (including, without limitation, any other Debentures or the Warrants)
beneficially owned by the Holder or any of its Affiliates. Except as set forth
in the preceding sentence, for purposes of this Section 4(d), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. To the extent that the
limitation contained in this Section 4(d) applies, the determination of whether
this Debenture is convertible (in relation to other securities owned by the
Holder together with any Affiliates) and of which principal amount of this
Debenture is convertible shall be in the sole discretion of the Holder, and the
submission of a Notice of Conversion shall be deemed to be the Holder’s
determination of whether this Debenture may be converted (in relation to other
securities owned by the Holder together with any Affiliates) and which principal
amount of this Debenture is convertible, in each case subject to the Beneficial
Ownership Limitation. To ensure compliance with this restriction, the Holder
will be deemed to represent to the Company each time it delivers a Notice of
Conversion that such Notice of Conversion has not violated the restrictions set
forth in this paragraph and the Company shall have no obligation to verify or
confirm the accuracy of such determination. In addition, a determination as to
any group status as contemplated above shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 4(d), in determining the number of
outstanding shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as stated in the most recent of the
following: (i) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (ii) a more recent public announcement by
the Company, or (iii) a more recent written notice by the Company or the
Company’s transfer agent setting forth the number of shares of Common Stock
outstanding. Upon the written or oral request of a Holder, the Company shall
within two Trading Days confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this
Debenture, by the Holder or its Affiliates since the date as of which such
number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of
Common Stock issuable upon conversion of this Debenture held by the Holder. The
Holder, upon not less than 61 days’ prior notice to the Company, may increase or
decrease the Beneficial Ownership Limitation provisions of this Section 4(d).
Any such increase or decrease will not be effective until the 61st day after
such notice is delivered to the Company. The Beneficial Ownership Limitation
provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 4(d) to
correct this paragraph (or any portion hereof) which may be defective or
inconsistent with the intended Beneficial Ownership Limitation contained herein
or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Debenture.

13




Section
5.              
Certain Adjustments. 

            a)       
Stock Dividends and Stock Splits. If the Company, at any time while this
Debenture is outstanding: (i) pays a stock dividend or otherwise makes a
distribution or distributions payable in shares of Common Stock on shares of
Common Stock or any Common Stock Equivalents (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Company upon
conversion of, or payment of interest on, the Debentures), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, (iii)
combines (including by way of a reverse stock split) outstanding shares of
Common Stock into a smaller number of shares or (iv) issues, in the event of a
reclassification of shares of the Common Stock, any shares of capital stock of
the Company, 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
any treasury shares of the Company) outstanding immediately before such event,
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to this
Section shall become effective immediately after the effective date in the case
of such dividend, distribution, subdivision, combination or
reclassification.

            b)       
Subsequent Equity Sales. If, at any time while this Debenture is
outstanding, the Company or any Subsidiary, as applicable, sells or grants any
option to purchase or sells or grants any right to reprice, or otherwise
disposes of or issues (or announces any sale, grant or any option to purchase or
other disposition), any Common Stock or Common Stock Equivalents entitling any
Person to acquire shares of Common Stock at an effective price per share that is
lower than the then Fixed Conversion Price (such lower price, the “Base
Conversion Price” and such issuances, collectively, a “Dilutive
Issuance”) (if the holder of the Common Stock or Common Stock Equivalents 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 are issued in connection
with such issuance, be entitled to receive shares of Common Stock at an
effective price per share that is lower than the Conversion Price, such issuance
shall be deemed to have occurred for less than the Conversion Price on such date
of the Dilutive Issuance), then the Fixed Conversion Price shall be reduced to
the Base Conversion Price. Such adjustment shall be made whenever such Common
Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no
adjustment will be made under this Section 5(b) in respect of an Exempt
Issuance. If the Company enters into a Variable Rate Transaction, despite the
prohibition set forth in the Purchase Agreement, the Company shall be deemed to
have issued Common Stock or Common Stock Equivalents at the lowest possible
conversion price at which such securities may be converted or exercised. The
Company shall notify the Holder in writing, no later than the Trading Day
following the issuance of any Common Stock or Common Stock Equivalents subject
to this Section 5(b), indicating therein the applicable issuance price, or
applicable reset price, exchange price, conversion price and other pricing terms
(such notice, the “Dilutive Issuance Notice”). For purposes of
clarification, whether or not the Company provides a Dilutive Issuance Notice
pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, the
Holder is entitled to receive a number of Conversion Shares based upon the
adjusted Conversion Price on or after the date of such Dilutive Issuance,
regardless of whether the Holder accurately refers to such adjusted Conversion
Price in the Notice of Conversion.

14




            c)       
Subsequent Rights Offerings. If the Company, at any time while the
Debenture is outstanding, shall issue rights, options or warrants to all holders
of Common Stock (and not to the Holder) entitling them to subscribe for or
purchase warrants, securities or other property pro rata to all or substantially
all of the record holders of any class of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of shares of Common
Stock acquirable upon complete conversion of this Debenture (without taking into
account any limitations or restrictions on the convertibility of this Debenture)
immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights (provided, however, to the extent that the
Holder’s right to participate in any such Purchase Right would result in the
Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not
be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such shares of Common Stock as a result of such Purchase Right to
such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result
in the Holder exceeding the Beneficial Ownership Limitation). 

            d)       
Pro Rata Distributions. If the Company, 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 (including cash and cash
dividends) or rights or warrants to subscribe for or purchase any security other
than the Common Stock (which shall be subject to Section 3(b)), then in each
such case the Fixed Conversion Price shall be adjusted 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 VWAP determined as of the record
date mentioned above, and of which the numerator shall be such VWAP on such
record date less the then per share fair market value at such record date of the
portion of such assets or evidence of indebtedness or rights or warrants 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.

15




            e)        Fundamental Transaction. If, at any time while this Debenture is
outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into
another Person, (ii) the Company, directly or indirectly, effects any sale,
lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions,
(iii) any, direct or indirect, purchase offer, tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which Holder
of Common Stock are permitted to sell, tender or exchange their shares for other
securities, cash or property and has been accepted by the Holder of 50% or more
of the outstanding Common Stock, (iv) the Company, directly or indirectly, in
one or more related transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with another Person whereby such other Person acquires
more than 50% of the outstanding shares of Common Stock (not including any
shares of Common Stock held by the other Person or other Persons making or party
to, or associated or affiliated with the other Persons making or party to, such
stock or share purchase agreement or other business combination) (each a
“Fundamental Transaction”), then, upon any subsequent conversion of this
Debenture, the Holder shall have the right to receive, for each Conversion Share
that would have been issuable upon such conversion immediately prior to the
occurrence of such Fundamental Transaction (without regard to any limitation in
Section 4(d) on the conversion of this Debenture), the number of shares of
Common Stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and any additional consideration (the
“Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this
Debenture is convertible immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 4(d) on the conversion of this
Debenture). For purposes of any such conversion, the determination of the
Conversion Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one (1) share of Common Stock in such Fundamental Transaction, and the
Company shall apportion the Conversion Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Debenture following such
Fundamental Transaction. The Company shall cause any successor entity in a
Fundamental Transaction in which the Company is not the survivor (the
“Successor Entity”) to assume in writing all of the obligations of the
Company under this Debenture and the other Transaction Documents (as defined in
the Purchase Agreement) in accordance with the provisions of this Section 5(e)
and shall, at the option of the holder of this Debenture, deliver to the Holder
in exchange for this Debenture a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to this Debenture
which is convertible for a corresponding number of shares of capital stock of
such Successor Entity (or its parent entity) equivalent to the shares of Common
Stock acquirable and receivable upon conversion of this Debenture (without
regard to any limitations on the conversion of this Debenture) at the closing of
such Fundamental Transaction, and with a conversion price which applies the
conversion price hereunder to such shares of capital stock (but taking into
account the relative value of the shares of Common Stock pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such
number of shares of capital stock and such conversion price being for the
purpose of protecting the economic value of this Debenture immediately prior to
the consummation of such Fundamental Transaction). Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Debenture and the other Transaction
Documents referring to the “Company” shall refer instead to the Successor
Entity), and may exercise every right and power of the Company and shall assume
all of the obligations of the Company under this Debenture and the other
Transaction Documents with the same effect as if such Successor Entity had been
named as the Company herein.

16




            f)       
Calculations. All calculations under this Section 5 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 5, the number of shares of Common Stock deemed to be issued and
outstanding as of a given date shall be the sum of the number of shares of
Common Stock (excluding any treasury shares of the Company) issued and
outstanding. 

           
g)        Notice to the Holder. 

            i.        
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted
pursuant to any provision of this Section 5, the Company shall promptly deliver
to each Holder a notice setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment. 

            ii.       
Notice to Allow Conversion by Holder. If (A) the Company shall declare a
dividend (or any other distribution in whatever form) on the Common Stock, (B)
the Company shall declare a special nonrecurring cash dividend on or a
redemption of the Common Stock, (C) the Company shall authorize the granting to
all Holder of the Common Stock of 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 stockholder of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which
the Company is a party, any sale or transfer of all or substantially all of the
assets of the Company, or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property or (E) the Company shall
authorize the voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Company, then, in each case, the Company shall cause to be
filed at each office or agency maintained for the purpose of conversion of this
Debenture, and shall cause to be delivered to the Holder at its last address as
it shall appear upon the Debenture Register, at least fifteen (15) 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 holder 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 deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided hereunder constitutes, or
contains, material, non-public information regarding the Company or any of the
Subsidiaries, the Company shall simultaneously file such notice with the
Commission pursuant to a Current Report on Form 8-K. The Holder shall remain
entitled to convert this Debenture during the 20-day period commencing on the
date of such notice through the effective date of the event triggering such
notice except as may otherwise be expressly set forth herein.

17




Section
6.              
Redemption and Forced Conversion. 

            a)       
Optional Redemption at Election of Company. Subject to the provisions of
this Section 6(a), the Company may deliver a notice to the Holder (an
“Optional Redemption Notice” and the date such notice is deemed delivered
hereunder, the “Optional Redemption Notice Date”) of its irrevocable
election to redeem some or all of the then outstanding principal amount of this
Debenture for cash in an amount equal to the Redemption Amount on the 10th
Trading Day following the Optional Redemption Notice Date (such date, the
“Optional Redemption Date”, such 10 Trading Day period, the “Optional
Redemption Period” and such redemption, the “Optional Redemption”);
provided that the Company may only provide notice of such redemption if the
Equity Conditions are true and correct as of the date of the Notice. 

            b)       
Optional Redemption Procedure. The payment of cash pursuant to an
Optional Redemption shall be payable on the Optional Redemption Date. If any
portion of the payment pursuant to an Optional Redemption shall not be paid by
the Company by the applicable due date, interest shall accrue thereon at an
interest rate equal to the lesser of 18% per annum or the maximum rate permitted
by applicable law until such amount is paid in full. Notwithstanding anything
herein contained to the contrary, if any portion of the Optional Redemption
Amount remains unpaid after such date, the Holder may elect, by written notice
to the Company given at any time thereafter, to invalidate such Optional
Redemption, ab initio. The Holder may elect to convert the
outstanding principal amount and accrued interest of the Debenture pursuant to
Section 4 prior to actual payment in cash for any redemption under this Section
6 by the delivery of a Notice of Conversion to the Company.

            Section
7.              
Negative Covenants. As long as any portion of this Debenture remains
outstanding, unless the Holders of at least 50% in principal amount of the then
outstanding Debentures shall have otherwise given prior written consent, the
Company shall not, and shall not permit any of the Subsidiaries to, directly or
indirectly: 

            a)       
amend its charter documents, including, without limitation, its certificate of
incorporation and bylaws, in any manner that materially and adversely affects
any rights of the Holder; 

           
b)        pay cash dividends or distributions
on any equity securities of the Company; 

            c)       
enter into any transaction with any Affiliate of the Company which would be
required to be disclosed in any public filing with the Commission, unless such
transaction is made on an arm’s-length basis and expressly approved by a
majority of the disinterested directors of the Company (even if less than a
quorum otherwise required for board approval); or 

           
d)        enter into any agreement with
respect to any of the foregoing. 

18




            Section
8.              
Events of Default. 

            a)       
“Event of Default” means, wherever used herein, any of the following
events (whatever the reason for such event and whether such event 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 (A) the principal amount of any Debenture or
(B) interest, liquidated damages and other amounts owing to the Holder on any
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) which
default, solely in the case of an interest payment or other default under clause
(B) above, is not cured within 3 Trading Days; 

            ii.         
the Company shall fail to observe or perform any other covenant or agreement
contained in the Debentures (other than a breach by the Company of its
obligations to deliver shares of Common Stock to the Holder upon conversion,
which breach is addressed in clause (xi) below) which failure is not cured, if
possible to cure, within the earlier to occur of (A) 5 Trading Days after notice
of such failure sent by the Holder or by any other Holder to the Company and (B)
5 Trading Days after the Company has become aware of such failure; 

            iii.       
a default or event of default (subject to any grace or cure period provided in
the applicable agreement, document or instrument) shall have been declared under
(A) any of the Transaction Documents or (B) any other material agreement, lease,
document or instrument to which the Company or any Subsidiary is obligated (and
not covered by clause (vi) below) which solely with respect to Section
8(a)(iii)(B), such default or event of default would or is likely to have a
material adverse effect on the business, assets, operations (including results
thereof), liabilities, properties, or financial condition of the Company or any
of its Subsidiaries, individually or in the aggregate;

            iv.       
any representation or warranty made in this Debenture, any other Transaction
Documents, any written statement pursuant hereto or thereto or any other report,
financial statement or certificate made or delivered to the Holder shall be
untrue or incorrect in any material respect as of the date when made or deemed
made; 

            v.        
the Company or any Significant Subsidiary (as such term is defined in Rule
1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event; 

            vi.       
the Company or any Subsidiary shall default on any of its obligations under 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 that (a) involves an
obligation greater than $50,000, whether such indebtedness now exists or shall
hereafter be created, and (b) results in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable;

19




            vii.       
the Common Stock shall not be eligible for listing or quotation for trading on a
Trading Market and shall not be eligible to resume listing or quotation for
trading thereon within ten Trading Days; 

            viii.      
the Company shall be a party to any Change of Control Transaction or Fundamental
Transaction or shall agree to sell or dispose of all or in excess of 50% of its
assets in one transaction or a series of related transactions (whether or not
such sale would constitute a Change of Control Transaction); 

            ix.       
the Company does not meet the current public information requirements under Rule
144 in respect of the Registrable Securities (as defined under the Registration
Rights Agreement); 

            x.        
 if, during the Effectiveness Period (as defined in the Registration Rights
Agreement), the Holder shall not be permitted to resell Registrable Securities
(as defined in the Registration Rights Agreement) under the Registration
Statement for a period of more than 20 consecutive Trading Days or 30
non-consecutive Trading Days during any 12 month period unless it is pursuant to
an Allowable Grace Period (as defined in the Registration Rights Agreement);

            xi.       
 the Company shall fail for any reason to deliver certificates to a Holder
prior to the fifth Trading Day after a Conversion Date pursuant to Section 4(c)
or the Company shall provide at any time notice to the Holder, including by way
of public announcement, of the Company’s intention to not honor requests for
conversions of any Debentures in accordance with the terms hereof;

            xii.       
on or before the earlier of the (x) the Effective Date, or (y) the date which is
six months from the First Closing Date, the Common Stock shall not be eligible
for electronic transfer through the Depository Trust Company (“DTC”) or DTC
otherwise places a chill on new deposits of Common Stock; or

            xii.       
any monetary judgment, writ or similar final process shall be entered or filed
against the Company, any subsidiary or any of their respective property or other
assets for more than $100,000, and such judgment, writ or similar final process
shall remain unvacated, unbonded or unstayed for a period of 45 calendar days;
provided, however, that any judgment which is covered by insurance or an
indemnity from a credit worthy party shall not be included in calculating the
$100,000 amount set forth above so long as the Company provides the Holder a
written statement from such insurer or indemnity provider (which written
statement shall be reasonably satisfactory to the Holder) to the effect that
such judgment is covered by insurance or an indemnity and the Company or such
Subsidiary (as the case may be) will receive the proceeds of such insurance or
indemnity within thirty (30) days of the issuance of such judgment. 

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            b)        Remedies Upon Event of Default. If any Event of Default occurs, the
outstanding principal amount of this Debenture, plus accrued but unpaid
interest, plus the applicable Interest Make-Whole Amount, liquidated damages and
other amounts owing in respect thereof through the date of acceleration, shall
become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount and shall become
convertible into shares of Common Stock at the lesser of (i) the Conversion
Price, and (ii) 60% of the average VWAP for the five Trading Days in the
preceding twenty Trading Days that have the lowest VWAP during such period.
Commencing 5 days after the occurrence of any Event of Default that results in
the acceleration of this Debenture, the interest rate on this Debenture shall
accrue at an interest rate equal to the lesser of 18% per annum or the maximum
rate permitted under applicable law. Upon the payment in full of the Mandatory
Default Amount, the Holder shall promptly surrender this Debenture to or as
directed by the Company. In connection with such acceleration described herein,
the Holder need not provide, and the Company 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 acceleration may be rescinded and annulled by Holder at any time prior to
payment hereunder and the Holder shall have all rights as a holder of the
Debenture until such time, if any, as the Holder receives full payment pursuant
to this Section 8(b). No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon. 

Section
9.              
Miscellaneous. 

            a)       
Notices. Any and all notices or other communications or deliveries to be
provided by the Holder hereunder, including, without limitation, any Notice of
Conversion, shall be in writing and delivered personally, by facsimile, or sent
by a nationally recognized overnight courier service, addressed to the Company,
at the address set forth above, or such other facsimile number or address as the
Company may specify for such purposes by notice to the Holder delivered in
accordance with this Section 9(a). Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in writing and
delivered personally, by facsimile, or sent by a nationally recognized overnight
courier service addressed to the Holder at the facsimile number or address of
the Holder appearing on the books of the Company, or if no such facsimile number
or address appears on the books of the Company, at the principal place of
business of the Holder, as set forth in the Purchase Agreement. Any notice or
other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth on the signature
pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii)
the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading
Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service or (iv) upon actual receipt by the party to whom such
notice is required to be given. 

            b)       
Absolute Obligation. Except as expressly provided herein, no provision of
this Debenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, liquidated damages and
accrued interest, as applicable, on this Debenture at the time, place, and rate,
and in the coin or currency, herein prescribed. This Debenture is a direct debt
obligation of the Company. This Debenture ranks pari passu with
all other Debentures now or hereafter issued under the terms set forth herein.


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            c)       
Lost or Mutilated Debenture. If this Debenture shall be mutilated, lost,
stolen or destroyed, the Company shall execute and deliver, in exchange and
substitution for and upon cancellation of a 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, reasonably satisfactory to the
Company. 

            e)       
Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Debenture shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflict of laws thereof. Each party
agrees that all legal proceedings concerning the interpretation, enforcement and
defense of the transactions contemplated by any of the Transaction Documents
(whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholder, employees or agents) shall be commenced in the state and
federal courts sitting in the City of New York, Borough of Manhattan (the
“New York Courts”). Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of
the Transaction Documents), and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such New York Courts, or such New York Courts are
improper or inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Debenture
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by applicable
law. Each party hereto hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Debenture or the transactions
contemplated hereby. If any party shall commence an action or proceeding to
enforce any provisions of this Debenture, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its attorney’s
fees and other costs and expenses incurred in the investigation, preparation and
prosecution of such action or proceeding.

            f)       
Amendments; Waiver. No provision of this Debenture may be waived,
modified, supplemented or amended except in a written instrument signed, in the
case of an amendment, by each of the Company and the Holder or, in the case of a
waiver, by the party against whom enforcement of any such waived provision is
sought. Any waiver by the Company or 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 Company or 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 on any other
occasion. 

22




            g)       
Severability. 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 violates the
applicable law governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum rate of interest permitted
under applicable law. The Company 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 Company 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 Debenture, and the
Company (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 impede 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.

            h)       
Successors and Assigns. The terms and conditions of this Debenture shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties. The Company may not assign this note or delegate any of
its obligations hereunder without the written consent of the Holder. The Holder
may assign this Debenture and its rights hereunder at any time without consent
of Company. 

            i)       
Next Business Day. 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. 

            j)       
Headings. The headings contained herein are for convenience only, do not
constitute a part of this Debenture and shall not be deemed to limit or affect
any of the provisions hereof. 

********************* 

(Signature Pages Follow) 

23




      
     IN WITNESS WHEREOF, the Company has caused this
Debenture to be duly executed by a duly authorized officer as of the date first
above indicated. 

WORLD MOTO, INC. 

 

	 	By: 	  
	 	 	Name: 
	 	 	Title: 
	 	 	Facsimile No. for delivery of
      Notices: 


24




ANNEX A 

NOTICE OF CONVERSION 

      
     The undersigned hereby elects to convert principal
under the 12% Senior Secured Convertible Debenture due 2015 of World Moto, Inc.,
a Nevada corporation (the “Company”), into shares of common stock (the
“Common Stock”), of the Company according to the conditions hereof, as of
the date written below. If shares of Common Stock are to be issued in the name
of a person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto and is delivering herewith such certificates
and opinions as reasonably requested by the Company in accordance therewith. No
fee will be charged to the holder for any conversion, except for such transfer
taxes, if any. 

By the delivery of this Notice of Conversion the undersigned
represents and warrants to the Company that its ownership of the Common Stock
does not exceed the amounts specified under Section 4 of this Debenture, as
determined in accordance with Section 13(d) of the Exchange Act. 

The undersigned agrees to comply with the prospectus delivery
requirements under the applicable securities laws in connection with any
transfer of the aforesaid shares of Common Stock. 

In the event of a partial Conversion, Amortization Dates from
which Amortization Amount is to be deducted: 

Conversion calculations: 

Date to Effect Conversion: 

Principal Amount of Debenture to be
Converted: 

Number of shares of Common Stock to be
issued: 

Signature: 

Name: 

Address for Delivery of Common Stock
Certificates: 

Or 

25




DWAC Instructions: 

Broker No:
_______________________________________

 Account No:
_____________________________________

26




Schedule 1 

CONVERSION SCHEDULE 

The 12% Senior Secured Convertible Debentures due 2015 in the
aggregate principal amount of $____________are issued by World Moto, Inc., a
Nevada corporation. This Conversion Schedule reflects conversions made under
Section 4 of the above referenced Debenture. 

Dated: 


	





Date of Conversion 
(or for
      first entry, 
Original Issue Date) 	






Amount of
      
Conversion 	Aggregate 
Principal 
Amount
      
Remaining 
Subsequent to 
Conversion 
(or original
      
Principal 
Amount) 	







Company
      Attest 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



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