Common use of Company’s Response Clause in Contracts

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly send, via electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (II) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Purchase Notice, the Company shall as soon as practicable, but in no event later than one (I1) shall promptly sendTrading Day after receipt of such Purchase Notice, send via electronic mail facsimile (or otherwise deliver), a confirmation of receipt of such Conversion Purchase Notice in the form attached hereto as Exhibit B (a "Company Confirmation of Purchase Notice") to (1) the Holder Buyer and (2) along with a copy of the Purchase Notice, the Company’s 's designated transfer agent (the “"Transfer Agent”"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion Purchase Notice in accordance with the terms herein. Upon receipt by the Transfer Agent of a copy of the executed Purchase Notice and a copy of the applicable Company Confirmation of Purchase Notice, and the Transfer Agent shall, on the first (II1st) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by of the Company Confirmation of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)Purchase Notice, (A) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company Company's (“"The DTC”") (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled to the Holder’s Buyer's or its designee’s 's balance account with The DTC through its Deposit/Deposit Withdrawal at At Custodian (“"DWAC”") system, or (B) if the foregoing shall Transfer Agent is not applyparticipating in The DTC Fast Automated Securities Transfer Program and DWAC system, issue and deliver surrender to a common carrier for overnight delivery to the address as specified in the Conversion Purchase Notice, a stock certificate, registered in the name of the Holder Buyer or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii), upon Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly immediately send, via facsimile or electronic mail mail, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (II) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlierin the case of Major Transaction Company Shares, within the end of the then standard settlement period for U.S. broker-dealer securities transactionsprovided in Section 3(d) (the “Share Delivery Date”), ; (A) provided that the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company (“DTC”) (which shall include any time at which Fast Automated Securities Transfer Program and provided that the Unrestricted Conditions (as defined below) are satisfied)Holder is eligible to receive Shares through DTC, credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a share or stock certificatecertificate (as the case may be), registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled. The If this Note is submitted for conversion, and the Principal represented by this Note is greater than the Principal being converted, then the Company shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of this Note (the “Note Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note representing the Principal not converted and cancel this Note. This Note and the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is are met.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of the later of a Conversion NoticeNotice and the original Note, the Company shall (I) shall promptly as soon as practicable, but in any event within two (2) Trading Days, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the Holder such Purchaser and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (II) on or before the second third (2nd3rd) Business Trading Day following the date of receipt or deemed receipt by the Company of the later of such Conversion Notice (or, if earlier, and the end of the then standard settlement period for U.S. broker-dealer securities transactions) original Note (the “Share Delivery Date”), (A) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which participating in the Unrestricted Conditions DTC Fast Automated Securities Transfer Program and the Registration Statement (as defined belowin the Registration Rights Agreement) are satisfied)upon which the Common Shares issuable upon conversion of the Notes has been declared effective by the SEC, credit such aggregate number of Conversion Common Shares to which the Holder Purchaser shall be entitled to the HolderPurchaser’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (B) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder Purchaser or its designee, in each case, for the number of Conversion Common Shares to which the Holder Purchaser shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting If the resale or transferability aggregate principal amount of the Note that is being converted in accordance with the Conversion Shares if any Note is less than that aggregate principal amount of such Note being converted, then the Company shall, as soon as practicable and in no event later than three (3) Business Days after receipt of the Unrestricted Conditions original Note (as defined belowthe “Note Delivery Date”) is metand at its own expense, issue and deliver to the Purchaser a new Note representing the aggregate principal amount of the Note not converted.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a duly completed Conversion Notice, the Company shall (I) shall promptly as soon as practicable, but in any event within one (1) Trading Day, send, via electronic mail facsimile, a notice of any dispute pursuant to Section 2(c)(iii) below or a confirmation of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (II) on or before the second third (2nd3rd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “"Share Delivery Date”"), (A1) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company (“"DTC”") (which shall include any Fast Automated Securities Transfer Program and the Conversion Shares are subject to an effective resale registration statement in favor of the Holder or, if converted at a time at which when Rule 144 would be available for immediate resale of the Unrestricted Conditions (as defined below) are satisfied)Conversion Shares by such Holder, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Withdrawal at At Custodian (“DWAC”) system, or (B2) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program or the Conversion Shares are not subject to an effective resale registration statement in favor of such Holder and Rule 144 is not available for immediate resale of the Conversion Shares by such Holder, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. The Conversion If the number of Preferred Shares will represented by the Preferred Stock Certificate(s) submitted for conversion, as may be free-tradingrequired pursuant to Section 2(c)(vii), is greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and freely transferable, and will not contain a legend in no event later than three (or stop transfer instructions3) restricting the resale or transferability Business Days after receipt of the Preferred Stock Certificate(s) (the "Preferred Stock Delivery Date") and at its own expense, issue and deliver to the Holder a new Preferred Stock Certificate representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Shares if any of the Unrestricted Conditions (as defined below) is metDate.

Company’s Response. Subject to Section 3(g)(ii), upon On or before the first (1st) Trading Day following the date of receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly sendtransmit by facsimile an acknowledgment of confirmation, via electronic mail a confirmation in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (II) on . On or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlierNotice, the end of the then standard settlement period for U.S. broker-dealer securities transactions) Company shall (the “Share Delivery Date”), (A1) provided that the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the such Holder shall be entitled to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B2) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a stock certificate, registered in the name of the such Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the such Holder shall be entitled. The Conversion If the number of Preferred Shares will be free-tradingrepresented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(vi) is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable and freely transferablein no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and will not contain a legend deliver to such Holder (or stop transfer instructionsits designee) restricting a new Preferred Share Certificate representing the resale or transferability number of the Conversion Preferred Shares if any of the Unrestricted Conditions (as defined below) is metnot converted.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Notice, the Company shall (I) shall promptly as soon as practicable, but in any event within two (2) Trading Days, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (II) on or before the second third (2nd3rd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which participating in the Unrestricted Conditions (as defined below) are satisfied)DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (B) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. The Conversion If the number of Preferred Shares will represented by the Preferred Stock Certificate(s) submitted for conversion, as may be free-tradingrequired pursuant to Section 2(d)(viii), is greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and freely transferable, and will not contain a legend in no event later than three (or stop transfer instructions3) restricting the resale or transferability Business Days after receipt of the Preferred Stock Certificate(s) (the “Preferred Stock Delivery Date”) and at its own expense, issue and deliver to the Holder a new Preferred Stock Certificate representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Shares if any of the Unrestricted Conditions (as defined below) is metDate.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Notice, the Company shall (IA) shall promptly as soon as practicable, but in any event within one (1) Trading Day, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (IIB) on or before the second third (2nd3rd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “"Share Delivery Date”"), (AX) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in the The Depository Trust Company (“"DTC”") (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (BY) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. The Conversion If the number of Preferred Shares will be free-tradingrepresented by the Preferred Stock Certificate(s) submitted for conversion is greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and freely transferable, and will not contain a legend in no event later than three (or stop transfer instructions3) restricting the resale or transferability Business Days after receipt of the Preferred Stock Certificate(s) (the "Preferred Stock Delivery Date") and at its own expense, issue and deliver to the Holder a new Preferred Stock Certificate representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Shares if any of the Unrestricted Conditions (as defined below) is metDate.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Notice, the Company shall (IA) shall promptly as soon as practicable, but in any event within one (1) Trading Day, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (IIB) on or before the second third (2nd3rd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (AX) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in the The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (BY) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. The Conversion If the number of Preferred Shares will be free-tradingrepresented by the Preferred Stock Certificate(s) submitted for conversion is greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and freely transferable, and will not contain a legend in no event later than three (or stop transfer instructions3) restricting the resale or transferability Business Days after receipt of the Preferred Stock Certificate(s) (the “Preferred Stock Delivery Date”) and at its own expense, issue and deliver to the Holder a new Preferred Stock Certificate representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Shares if any of the Unrestricted Conditions (as defined below) is metDate.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Notice, the Company shall (I) shall promptly as soon as practicable, but in any event within one (1) Business Day, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (II) on or before the second third (2nd3rd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (orNotice, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”"SHARE DELIVERY DATE"), (A) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which participating in the Unrestricted Conditions (as defined below) are satisfied)DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (B) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. The Conversion If the number of Preferred Shares will represented by the Preferred Stock Certificate(s) submitted for conversion, as may be free-tradingrequired pursuant to Section 2(d)(viii), is greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and freely transferable, and will not contain a legend in no event later than three (or stop transfer instructions3) restricting the resale or transferability Business Days after receipt of the Conversion Preferred Stock Certificate(s) (the "PREFERRED STOCK DELIVERY DATE") and at its own expense, issue and deliver to the Holder a new Preferred Stock Certificate representing the number of Preferred Shares if any of the Unrestricted Conditions (as defined below) is metnot converted.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Notice, the Company shall (I) shall promptly as soon as practicable, but in any event within two (2) Trading Days, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (II) on or before the second third (2nd3rd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “"Share Delivery Date”"), (A) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which participating in the Unrestricted Conditions (as defined below) are satisfied)DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (B) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. The Conversion If the number of Preferred Shares will represented by the Preferred Stock Certificate(s) submitted for conversion, as may be free-tradingrequired pursuant to Section 2(d)(viii), is greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and freely transferable, and will not contain a legend in no event later than three (or stop transfer instructions3) restricting the resale or transferability Business Days after receipt of the Preferred Stock Certificate(s) (the "Preferred Stock Delivery Date") and at its own expense, issue and deliver to the Holder a new Preferred Stock Certificate representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Shares if any of the Unrestricted Conditions (as defined below) is metDate.

Company’s Response. Subject to Section 3(g)(ii)In the event of (I) an Automatic Conversion, on an Automatic Conversion Date and/or (II) a Default Conversion, upon receipt or deemed receipt by the Company Borrower of a copy of a Conversion Notice, the Company Borrower shall (IA) shall promptly in the event of a Default Conversion, as soon as practicable, but in any event within one (1) Business Day, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent such holder; (the “Transfer Agent”)B) process an Automatic Conversion or Default Conversion, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice as applicable, in accordance with the terms herein, herein and (IIC) on or before the second (2nd) Business Day following the Automatic Conversion Date or the date of receipt or deemed receipt by the Company Borrower of such Conversion Notice Notice, as applicable (or, if earlierthe "SHARE DELIVERY DATE"), the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which Borrower shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address of the Holder as specified set forth in the Conversion NoticeNote Purchase Agreement, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Company Common Stock to which the Holder shall be entitled. In the event of a Default Conversion and the specified principal amount submitted for conversion is less than the then Outstanding Principal Amount of this Note, then the Borrower shall, as soon as practicable and in no event later than three Business Days after receipt of the Note (the "NOTE DELIVERY DATE") and at its own expense, issue and deliver to the holder a new Note representing the Outstanding Principal Amount not converted. The effective date of conversion (the "CONVERSION DATE") shall be deemed to be, in the case of an Automatic Conversion, the Automatic Conversion Shares will be free-tradingDate and in the case of a Default Conversion, the date on which the Borrower receives by facsimile the Conversion Notice, and freely transferablethe person or persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Company Common Stock on such date. Upon surrender of a Note that is converted in part, and will not contain the Borrower shall authenticate for the holder a legend (or stop transfer instructions) restricting new Note equal in principal amount to the resale or transferability unconverted portion of the Note surrendered. If this Note is converted in part, the remaining portion of this Note not so converted shall remain entitled to the conversion rights provided herein. Notwithstanding anything to the contrary expressed or implied herein or in the Note Purchase Agreement, in the event that an Automatic Conversion Shares if any Date occurs, or a Conversion Notice is given in accordance herewith, on or prior to the 30-day prepayment notice period referred to Section 3.1(a) of the Unrestricted Conditions (Note Purchase Agreement expires, then, in such event, the Borrower shall not be entitled to prepay this Note and the Holder shall be entitled to convert this Note, in whole or in part, as defined below) is metstated in such Conversion Notice in the event of a Default Conversion and as set forth in Section 2.6 of the Note Purchase Agreement in the event of an Automatic Conversion.

Company’s Response. Subject to Section 3(g)(ii)Upon (i) in the case of a Physical Note, upon receipt or deemed receipt by the Company of a copy Conversion Agent of a Conversion NoticeNotice and (ii) in the case of a Global Note, a Holder’s compliance with the requirements of clause (ii) of Section 14.02(a), the Company Conversion Agent (I) shall promptly (upon receipt of the statement of the Company contemplated in Section 14.02(d)) send, via electronic mail mail, a confirmation of receipt of such Conversion Notice to the Holder converting its Note (which confirmation shall include the Company’s determination of the number of Excess Conversion Shares (if any) and any Cash Settlement Amount applicable to such Conversion Notice) and, if the Conversion Agent is not the Company’s designated transfer agent (the “Transfer Agent”), the Company shall send such statement to the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (II) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end last day of the then standard settlement period for U.S. broker-dealer securities transactionsStandard Settlement Period), or in the case of clause (B) of this paragraph, on or before the third (3rd) Trading Day, following the Conversion Date (as applicable the “Conversion Share Delivery Date”), (A) provided the that such Holder (or its designee) designee is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) DTC (which shall include any time at which any of the Unrestricted Conditions (as defined below) are is satisfied)) and such Holder has taken such actions as may be required by DTC, credit such aggregate number of Conversion Shares to which the such Holder shall be entitled to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the such Holder or its designee, in each case, for the number of Conversion Shares to which the such Holder shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or be subject to stop transfer or similar instructions) restricting the resale or transferability of the Conversion Shares thereof if any of the Unrestricted Conditions (as defined below) is met. The Conversion Agent shall notify the Company (and if the Trustee is not the Conversion Agent, the Trustee) of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Notice, the Company shall (I) shall promptly as soon as practicable, but in any event within one (1) Trading Day, send, via facsimile or electronic mail mail, a confirmation of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (II) on or before the second third (2nd3rd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A1) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the such Holder shall be entitled to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at At Custodian (“DWAC”) system, or (B2) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the such Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the such Holder shall be entitled. The Conversion If the number of Series B Preferred Shares will represented by the Series B Preferred Stock Certificate(s) submitted for conversion, as may be free-tradingrequired pursuant to Section 3(c)(vi), is greater than the number of Series B Preferred Shares being converted, then the Company shall, as soon as practicable and freely transferable, and will not contain a legend in no event later than three (or stop transfer instructions3) restricting the resale or transferability Business Days after receipt of the Series B Preferred Stock Certificate(s) (the “Series B Preferred Stock Delivery Date”) and at its own expense, issue and deliver to such Holder a new Series B Preferred Stock Certificate representing the number of Series B Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Series B Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Shares if any Date, irrespective of the Unrestricted Conditions (date such shares of Common Stock are credited to such Holder’s account with DTC or the date of delivery of the certificates evidencing such shares of Common Stock, as defined below) is metthe case may be.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Purchase Notice, the Company shall as soon as practicable, but in no event later than one (I1) shall promptly sendTrading Day after receipt of such Purchase Notice, send via electronic mail facsimile (or otherwise deliver), a confirmation of receipt of such Conversion Purchase Notice in the form attached hereto as EXHIBIT B (a "Company Confirmation of Purchase Notice") to (1) the Holder Buyer and (2) along with a copy of the Purchase Notice, the Company’s 's designated transfer agent (the “"Transfer Agent”"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion Purchase Notice in accordance with the terms herein. Upon receipt by the Transfer Agent of a copy of the executed Purchase Notice and a copy of the applicable Company Confirmation of Purchase Notice, and the Transfer Agent shall, on the first (II1st) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by of the Company Confirmation of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)Purchase Notice, (A) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company Company's (“"The DTC”") (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled to the Holder’s Buyer's or its designee’s 's balance account with The DTC through its Deposit/Deposit Withdrawal at At Custodian (“"DWAC”") system, or (B) if the foregoing shall Transfer Agent is not applyparticipating in The DTC Fast Automated Securities Transfer Program and DWAC system, issue and deliver surrender to a common carrier for overnight delivery to the address as specified in the Conversion Purchase Notice, a stock certificate, registered in the name of the Holder Buyer or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Purchase Notice, the Company shall as soon as practicable, but in no event later than one (I1) shall promptly sendTrading Day after receipt of such Purchase Notice, send via electronic mail facsimile (or otherwise deliver), a confirmation of receipt of such Conversion Purchase Notice in the form attached hereto as Exhibit B (a "Company Confirmation of Purchase Notice") to (1) the Holder Buyer and (2) along with a copy of the Purchase Notice, the Company’s 's designated transfer agent (the “"Transfer Agent”"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion Purchase Notice in accordance with the terms herein. Upon receipt by the Transfer Agent of a copy of the executed Purchase Notice and a copy of the applicable Company Confirmation of Purchase Notice, and the Transfer Agent shall, on the first (II1st) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by of the Company Confirmation of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)Purchase Notice, (A) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company Company's (“"The DTC”") (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled to the Holder’s Buyer's or its designee’s 's balance account with The DTC through its Deposit/Deposit Withdrawal at At Custodian (“"DWAC”") system, or (B) if the foregoing shall Transfer Agent is not applyparticipating in The DTC Fast Automated Securities Transfer Program and DWAC system, issue and deliver surrender to a common carrier for overnight delivery to the address as specified in the Conversion Purchase Notice, a stock certificate, registered in the name of the Holder or its designee, in each caseBuyer, for the number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than two (I2) shall promptly Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder and indicating that the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to Company will process such Conversion Notice in accordance with the terms herein, and . In the event the Company fails to issue its Conversion Confirmation within said two (II) on or before the second (2nd2) Business Day following time period, the Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Company’s transfer agent, and pursuant to the terms of the Purchase Agreement, the Company’s transfer agent shall issue the applicable Conversion Shares to Holder as hereby provided. Within five (5) Business Days after the date of receipt the Conversion Confirmation (or deemed receipt by the date of the Conversion Notice, if the Company of such fails to issue the Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”Confirmation), (A) provided that the Holder (or its designee) Company’s transfer agent is eligible to receive such Conversion Shares through The participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (which “FAST”) program, the Company shall include cause the transfer agent to (or, if for any time at which reason the Unrestricted Conditions (as defined belowCompany fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) are satisfied), credit such aggregate number of electronically transmit the applicable Conversion Shares to which the Holder shall be entitled to by crediting the account of the Holder’s or its designee’s balance account prime broker with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission (“DWAC”) system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible (or in the event the Holder otherwise requests), within five (B5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the foregoing Company fails to issue the Conversion Confirmation), the Company shall not applyinstruct and cause its transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) issue and deliver surrender to a nationally recognized overnight courier for delivery to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each casenominee, for the number of Conversion Shares to which the Holder shall be entitled. 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 and other sums due hereunder, 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 Amount. The Conversion Shares will be free-tradingHolder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Holder, and freely transferableany assignee by acceptance of this Debenture, acknowledge and will not contain a legend (or stop transfer instructions) restricting the resale or transferability agree that, by reason of the Conversion Shares if any provisions of this paragraph, following conversion of a portion of this Debenture, the Unrestricted Conditions (as defined below) is metunpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Company’s Response. Subject to Section 3(g)(ii), upon Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly send, via electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (II) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit/Withdrawal at Custodian (“DWAC”) system, . For purposes of the receipt or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the deemed receipt of a Conversion Notice, a stock certificateif the Company receives such Conversion Notice after 5:00 p.m. New York City time, registered in it will be deemed to have received such Conversion Notice on the name next Business Day. For purposes of Rule 144 under the Holder or its designeeSecurities Act, in each case, for the number of any Conversion Shares issued to which the Holder shall be entitleddeemed to have been acquired by the Holder on the Agreement Date (the date this Note was originally issued). The Conversion Shares will be free-tradingissued upon any conversion of this Note, and freely transferable, and will not contain or be subject to a legend (or stop transfer instructions) order restricting the resale or transferability of the Conversion Shares if thereof or otherwise be subject to any restriction on transfer imposed by or on behalf of the Unrestricted Conditions Transfer Agent or the Company (except as defined belowexpressly provided in Section 2(g) is metof this Note).

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Purchase Notice, the Company shall as soon as practicable, but in no event later than one (I1) shall promptly sendTrading Day after receipt of such Purchase Notice, send via electronic mail facsimile (or otherwise deliver), a confirmation of receipt of such Conversion Purchase Notice in the form attached hereto as Exhibit II (a "COMPANY CONFIRMATION OF PURCHASE NOTICE") to (1) the Holder Buyer and (2) along with a copy of the Purchase Notice, the Company’s 's designated transfer agent (the “Transfer Agent”"TRANSFER AGENT"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion Purchase Notice in accordance with the terms herein. Upon receipt by the Transfer Agent of a copy of the executed Purchase Notice and a copy of the applicable Company Confirmation of Purchase Notice, and the Transfer Agent shall, on the first (II1st) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by of the Company Confirmation of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)Purchase Notice, (A) provided the Holder (or use its designee) is eligible best efforts to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver surrender to a common carrier for overnight delivery to the address as specified in the Conversion Purchase Notice, a stock certificate, registered in the name of the Holder Buyer or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled. entitled or (B) provided the Transfer Agent is participating in The Conversion Shares will be free-tradingDepository Trust Company ("DTC") Fast Automated Securities Transfer Program, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting upon the resale or transferability request of the Conversion Shares if any Buyer, credit such aggregate number of shares of Common Stock to which the Unrestricted Conditions (as defined below) is metBuyer shall be entitled to the Buyer's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system.

Company’s Response. Subject Upon delivery to Section 3(g)(ii), upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company shall (I) shall promptly sendas soon as practicable, via electronic mail but in any event within one (1) Trading Day, send a confirmation of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (II) on or before the earlier of (A) the number of Trading Days comprising the Standard Settlement Period and (B) the second (2nd) Business Trading Day following the date of receipt or deemed receipt by on which the Holder has delivered the applicable Conversion Notice to the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the a “DTC Share Delivery Date”), provided that (A) provided the shares of Common Stock issuable upon such conversion are subject to an effective resale registration statement in favor of such Holder or (or its designeeB) is eligible to receive if converted at a time when Rule 144 would be available for immediate resale of the shares of Common Stock issuable upon such Conversion Shares through The Depository Trust conversion by such Holder, the Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares shares of Common Stock to which the such Holder shall be entitled to the such Holder’s or its designee’s balance account with DTC the Depository Trust Company (“DTC”) through its Deposit/Withdrawal at Custodian (“DWAC”) system, . On or before the fifth (B5th) if Trading Day following the foregoing shall not apply, issue and deliver date on which the Holder has delivered the applicable Conversion Notice to the address as specified in Company (a “Book-Entry Delivery Date” and together with the Conversion NoticeDTC Share Delivery Date, a stock certificate“Share Delivery Date”), the shares of Common Stock issuable upon conversion are not subject to an effective resale registration statement in favor of such Holder and, if converted at a time when Rule 144 would not be available for immediate resale of the shares of Common Stock issuable upon conversion by such Holder, the Company shall (i) issue the number of shares of Common Stock to which the Holder shall be entitled with such restrictive legends as shall be required pursuant to Section 4(y) of the Securities Purchase Agreement, registered in the name of the Holder or its designee, designee in each case, for book-entry form at the Transfer Agent and (ii) deliver to the address as specified in the applicable Conversion Notice a copy from the Company’s books and records evidencing such issuance. If a Series A Preferred Stock Certificate is physically submitted in connection with any conversion and if the number of Conversion Series A Preferred Shares represented by the Series A Preferred Stock Certificate(s) submitted for conversion is greater than the number of Series A Preferred Shares being converted, then the Company shall, as soon as practicable and in no event later than five (5) Business Days after delivery of the Series A Preferred Stock Certificate(s) and at its own expense, issue and deliver to which such Holder a new Series A Preferred Stock Certificate representing the Holder shall be entitlednumber of Series A Preferred Shares not converted. The Conversion Company’s obligations to issue and deliver shares of Common Stock in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by such 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. While any Series A Preferred Shares will be free-tradingare outstanding, and freely transferable, and will not contain the Company shall use a legend transfer agent that participates in DTC Fast Automated Securities Transfer (or stop transfer instructions“FAST”) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is metProgram.

Company’s Response. Subject to Section 3(g)(ii2(g)(ii), upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly send, via electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (II) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) DTC (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company Borrower of a copy of a Conversion Notice, the Company Borrower shall (IA) shall promptly as soon as practicable, but in any event within one (1) Business Day, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the Holder such holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (IIB) then on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company Borrower of such Conversion Notice (or, if earlierthe "SHARE DELIVERY DATE"), the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which Borrower shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Company Common Stock to which the Holder shall be entitled. If the specified principal amount submitted for conversion is less than the then Outstanding Principal Amount of this Note, then the Borrower shall, as soon as practicable and in no event later than three Business Days after receipt of the Note (the "NOTE DELIVERY DATE") and at its own expense, issue and deliver to the holder a new Note representing the Outstanding Principal Amount not converted. The effective date of conversion (the "CONVERSION DATE") shall be deemed to be the date on which the Borrower receives by facsimile the Conversion Shares will be free-tradingNotice, and freely transferablethe person or persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Company Common Stock on such date. Upon surrender of a Note that is converted in part, and will not contain the Borrower shall authenticate for the holder a legend (or stop transfer instructions) restricting new Note equal in principal amount to the resale or transferability unconverted portion of the Note surrendered. If this Note is converted in part, the remaining portion of this Note not so converted shall remain entitled to the conversion rights provided herein. Notwithstanding anything to the contrary expressed or implied herein or in the Note Purchase Agreement, in the event that a Conversion Shares if any Notice is given in accordance herewith on or prior to the date on the 30-day prepayment notice period referred to Section 3.1(a) of the Unrestricted Conditions (Note Purchase Agreement expires, then, in such event, the Borrower shall not be entitled to prepay this Note and the Holder shall be entitled to convert this Note, in whole or in part, as defined below) is metstated in such Conversion Notice.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Purchase Notice, the Company shall as soon as practicable, but in no event later than one (I1) shall promptly sendTrading Day after receipt of such Purchase Notice, send via electronic mail facsimile (or otherwise deliver), a confirmation of receipt of such Conversion Purchase Notice in the form attached hereto as Exhibit II (a "COMPANY CONFIRMATION OF PURCHASE NOTICE") to (1) the Holder and (2) along with a copy of the Purchase Notice, the Company’s 's designated transfer agent (the “Transfer Agent”"TRANSFER AGENT"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion Purchase Notice in accordance with the terms herein. Upon receipt by the Transfer Agent of a copy of the executed Purchase Notice and a copy of the applicable Company Confirmation of Purchase Notice, and the Transfer Agent shall, on the first (II1st) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by of the Company Confirmation of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)Purchase Notice, (A) provided the Holder (or use its designee) is eligible best efforts to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver surrender to a common carrier for overnight delivery to the address as specified in the Conversion Purchase Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. entitled or (B) provided the Transfer Agent is participating in The Conversion Shares will be free-tradingDepository Trust Company ("DTC") Fast Automated Securities Transfer Program, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting upon the resale or transferability request of the Conversion Shares if any Holder, credit such aggregate number of shares of Common Stock to which the Unrestricted Conditions (as defined below) is metHolder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Notice, the Company shall (IA) shall promptly as soon as practicable, but in any event within two (2) Business Days, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the Holder such holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (IIB) then, on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “"Share Delivery Date”"), (Ax) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled, or (y) in the case of a public resale of such Conversion Shares in accordance with the provisions of the Irrevocable Transfer Agent Instructions, provided the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program and, if required by DTC, the holder provides a customary representation letter to DTC, upon the request of the holder, credit such aggregate number of shares of Common Stock to which the holder shall be entitled to the holder's designee's balance account with DTC through its Deposit Withdrawal Agent Commission system. If the specified principal amount submitted for conversion is less than the then Outstanding Principal Amount of this Debenture, then the Company shall, as soon as practicable using reasonable best efforts, and in no event later than five Business Days after receipt of the Debenture (the "Debenture Delivery Date") and at its own expense, issue and deliver to the holder a new Debenture representing the Outstanding Principal Amount not converted. The effective date of conversion (the "Conversion Shares will Date") shall be free-tradingdeemed to be the date on which the Company receives by facsimile the Conversion Notice, and freely transferable, and will not contain a legend (the Person or stop transfer instructions) restricting Persons entitled to receive the resale shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or transferability holders of the Conversion Shares if any such shares of the Unrestricted Conditions (as defined below) is metCommon Stock on such date.

Company’s Response. Subject to Section 3(g)(ii), upon Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly as soon as practicable, but no later than the next Business Day, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s 's designated transfer agent (the “Transfer Agent”"TRANSFER AGENT"), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and ; (II) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earliersuch second (2nd) Business Day, the end of the then standard settlement period for U.S. broker-dealer securities transactions"SHARE DELIVERY DATE") (the “Share Delivery Date”), (A) provided that the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company (“"DTC”") (which Fast Automated Securities Transfer Program and provided that the Holder is eligible to receive Shares through DTC, shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) system, Agent Commission system or (B) if the foregoing Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, if the Holder is not eligible to received Shares through DTC or if requested by the Holder, shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled; and (III) on the Share Delivery Date shall pay in cash the Additional Amount relating to the Principal so converted. The Conversion Shares will If this Note is submitted for conversion, as may be free-tradingrequired by Section 2(c)(vii), and freely transferablethe principal amount represented by this Note is greater than the principal amount being converted, then the Company shall, as soon as practicable and will in no event later than three (3) Business Days after receipt of this Note (such third (3rd) Business Day, the "NOTE DELIVERY DATE") and at its own expense, issue and deliver to the Holder a new Note representing the Principal not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is metconverted.

Company’s Response. Subject to Section 3(g)(ii), upon Upon receipt or deemed receipt by the Company of a copy of a Conversion NoticeNotice or upon the date of a Required Conversion Notice (as defined below), as applicable, the Company (I) shall promptly as soon as practicable send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent (the “Transfer Agent”), if applicable, which confirmation shall constitute an instruction to the any such Transfer Agent to process such Conversion Notice or Required Conversion Notice in accordance with the terms herein, herein and (II) (A) in the case of a conversion prior to an IPO Event, on or before the second fifthteenth (2nd15th) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice, and (B) in the case of a conversion after an IPO Event, on or before the third (3rd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, or the end date of the then standard settlement period for U.S. broker-dealer securities transactions) Required Conversion Notice, as the case may be (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion NoticeNotice or otherwise specified by the Holder, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled. The Conversion Shares will If this Note is submitted for conversion, as may be free-tradingrequired by Section 2(c)(vi), and freely transferablethe Principal represented by this Note is greater than the Principal being converted, then the Company shall, as soon as practicable and will in no event later than (1) in the case of a conversion prior to an IPO Event, fifteen (15) Business Days after receipt of this Note, or (2), in the case of a conversion after an IPO Event, three (3) Business Days (the “Note Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note representing the Principal not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is metconverted and cancel this Note.

Company’s Response. Subject to Section 3(g)(ii), upon Upon receipt or deemed receipt by the Company of a copy of a Conversion an Exchange Notice, the Company (I) shall promptly immediately, but in no event later than the next Trading Day following the date of the Exchange Notice, cause the Parent to send, via facsimile or electronic mail mail, a confirmation of receipt of such Conversion Exchange Notice to the Holder and (if the Company is not making an Exchange Cash Settlement Election (as defined below)) the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent (if the Company is not making an Exchange Cash Settlement Election), to process such Conversion Exchange Notice in accordance with the terms hereinherein and shall state whether the Company has made an Exchange Cash Settlement Election (such confirmation, if it indicates an Exchange Cash Settlement Election, the “Cash Election Notice”) and (II) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Exchange Notice (or, if earlierin the case of Major Transaction Parent Shares, within the end of the then standard settlement period for U.S. broker-dealer securities transactionsprovided in Section 3(d) (the “Share Delivery Date”), ; (A) provided that the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company (“DTC”) (which shall include any time at which Fast Automated Securities Transfer Program and provided that the Unrestricted Conditions (as defined below) are satisfied)Holder is eligible to receive Shares through DTC, cause the Parent to credit such aggregate number of Conversion Exchange Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (B) if the foregoing shall not apply, cause the Parent to issue and deliver to the address as specified in the Conversion Exchange Notice, a share or stock certificatecertificate (as the case may be), registered in the name of the Holder or its designee, in each case, for the number of Conversion Exchange Shares to which the Holder shall be entitled, provided, however, that the Company shall have the right to elect (an “Exchange Cash Settlement Election”), in lieu of delivering (or causing the delivery of) Exchange Shares on or prior to the Share Delivery Date, to deliver to the Holder on or prior to the applicable Cash Settlement Date an amount of cash equal to (the “Exchange Cash Settlement Amount”) the number of Exchange Shares that would otherwise be receivable by the Holder on the applicable Share Delivery Date multiplied (i) in the case of an ordinary Exchange under this Section 2, by the Volume Weighted Average Price of the Ordinary Shares for the five (5) Trading Day period immediately following the date on which the Cash Election Notice has been delivered (the “VWAP Period”), and (ii) in the case of an Exchange for Major Transaction Parent Shares, by the Share Price Result (as determined in accordance with Schedule 1 hereto). The Conversion Company shall cause the Parent to file with the SEC a Current report on Form 8-K disclosing its delivery of a Cash Election Notice and the aggregate amount of principal subject to such Exchange Cash Settlement Election by no later than 8:30 a.m. on the next Trading Day following the date of the Cash Election Notice. If this Note is submitted for exchange, and the Principal represented by this Note is greater than the Principal being exchanged, then the Company shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of this Note (the “Note Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note representing the Principal not exchanged and cancel this Note. This Note and the Exchange Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Exchange Shares if any of the Unrestricted Conditions (as defined below) is are met.

Company’s Response. Subject to Section 3(g)(ii), upon Not later than the first (1st) Trading Day following the date of receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly sendtransmit by email an acknowledgment of confirmation, via electronic mail a confirmation in the form attached hereto as Exhibit B, of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (II) on . On or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Required Delivery Date”), the Company shall (A1) provided that the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (which the Company shall include any time cause the Transfer Agent to do at which Holder’s request) and provided the Unrestricted Conditions (as defined belowlegends would be eligible to be removed from such shares of Common Stock pursuant to Section 5(d) are satisfied)of the Securities Purchase Agreement, upon the request of the Holder, credit such aggregate number of Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit/ Withdrawal at Custodian (“DWAC”) system, or (B2) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program or the legends would not be eligible to be removed from such shares of Common Stock pursuant to Section 5(d) of the Securities Purchase Agreement, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Conversion Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Conversion Notice, a stock certificate, registered in the Company’s share register in the name of the Holder or its designee, designee (as indicated in each casethe applicable Conversion Notice), for the number of Conversion Shares to which the Holder shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is metentitled pursuant to such conversion.

Company’s Response. Subject to Section 3(g)(ii), upon Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly immediately send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, herein and (II) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), ) (A) provided that the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company (“DTC”) (which shall include any time at which Fast Automated Securities Transfer Program and provided that the Unrestricted Conditions (as defined below) are satisfied)Holder is eligible to receive Shares through DTC, credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled. If notwithstanding the provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion and the Principal represented by this Note is greater than the Principal being converted, then the Company shall, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note (the “Note Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note representing the Principal not converted and cancel this Note. The Conversion Shares will be free-trading, and freely transferable, transferable and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is are met.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy ------------------ of a Conversion Notice, the Company shall as soon as practicable, but in no event later than one (I1) shall promptly Trading Day after receipt of such Conversion Notice, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice in the form attached hereto as Exhibit II (a "Company Confirmation of Conversion Notice") to the Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. Upon receipt by the Transfer Agent of a copy of the executed Conversion Notice and a copy of the applicable Company Confirmation of Conversion Notice, and the Transfer Agent shall, on the first (II1st) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by of the Company Confirmation of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)Notice, (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. entitled or (B) provided the Transfer Agent is participating in The Conversion Shares will be free-tradingDepository Trust Company ("DTC") Fast Automated Securities Transfer Program, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting upon the resale or transferability request of the Conversion Shares Holder, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system. Subject to Section 2(e)(vi), if any less than the principal amount of this Equity Purchase Agreement is submitted for conversion, then the Company shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Unrestricted Conditions (as defined below) is metEquity Purchase Agreement and at its own expense, issue and deliver to the Holder a new Equity Purchase Agreement representing the outstanding principal amount not converted.

Company’s Response. Subject to Section 3(g)(ii), upon On or before the first (1st) Trading Day following the date of receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly sendtransmit by facsimile an acknowledgment of confirmation, via electronic mail a confirmation in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Company’s designated transfer agent Transfer Agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (II) on . On or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlierNotice, the end of the then standard settlement period for U.S. broker-dealer securities transactions) Company shall (the “Share Delivery Date”), (A1) provided that the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the such Holder shall be entitled to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B2) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a stock certificate, registered in the name of the such Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the such Holder shall be entitled. The Conversion If the number of Preferred Shares will be free-tradingrepresented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(a)(vi) is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable and freely transferablein no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and will not contain a legend deliver to such Holder (or stop transfer instructionsits designee) restricting a new Preferred Share Certificate representing the resale or transferability number of the Conversion Preferred Shares if any of the Unrestricted Conditions (as defined below) is metnot converted.