Common use of Company’s Response Clause in Contracts

Company’s Response. 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 five (5) 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 indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, the Company shall cause the transfer agent to electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting the account of the Holder's prime broker with DTC through its Deposit Withdrawal 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, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Company shall instruct and cause its transfer agent to issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of Conversion Shares to which the Holder shall be entitled. If less than the full principal and accrued but unpaid interest amount of this Note is submitted for conversion, then the Company shall within five (5) Business Days after receipt of the original Note, at its own expense, issue and deliver to the Holder a new Note for the outstanding principal and interest amount not so converted; provided that such new Note shall be substantially in the same form as this Note.

Company’s Response. Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall as soon as practicableimmediately, but in no event later than five (5) Business Days after receipt of such Conversion Notice8:00 a.m. New York City time on the immediately following day, send, via facsimile or electronic mail (or otherwise deliver) facsimile, a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to the Holder indicating that and the Company will 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. Within five , and (5II) on or before the second (2nd) Business Days after Day following the date of receipt or deemed receipt by the Company of such Conversion Confirmation Notice (or or, if earlier, the date end of the Conversion Notice, if standard settlement period for U.S. broker dealer securities transactions) (the Company fails to issue the Conversion Confirmation“Share Delivery Date”), provided that the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, the Company shall cause the transfer agent to electronically transmit the applicable credit such aggregate number of Conversion Shares to which the Holder shall be entitled by crediting the account of to the Holder's prime broker ’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit Deposit/Withdrawal Agent Commission At Custodian ("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, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Company shall instruct and cause its transfer agent to issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of Conversion Shares to which the Holder shall be entitled. If less than notwithstanding the full principal provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion and accrued but unpaid interest amount of the Principal represented by this Note is submitted for conversiongreater than the Principal being converted, then the Company shall within five shall, as soon as practicable and in no event later than three (53) Business Days after receipt of this Note (the original Note, “Note Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note for representing the outstanding principal Principal not converted and interest amount cancel this Note. Provided the Holder is not so converted; provided that such new Note an Affiliate of the Company on the Conversion Date and has not been an Affiliate of the Company within the three-month period immediately preceding the Conversion Date (the “Unrestricted Condition”), the Conversion Shares will be freely transferable, without restriction or limitation (including any volume limitation) under Federal or state securities laws, pursuant to Rule 144 under the Securities Act and will not contain or be subject to a legend or stop transfer order restricting the resale or transferability of thereof. Absent notice to the contrary from the Holder, the Company shall assume, and Holder shall be substantially in deemed to have represented to the same form Company as this Noteof the Conversion Date, that the Holder is not an Affiliate of the Company and has not been an Affiliate of the Company within the previous three-month period (and that, accordingly, the Unrestricted Condition has been satisfied on such Conversion Date).

Company’s Response. Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall as soon as practicable, but in no event later than five (5) Business Days after receipt of such Conversion Notice, promptly send, via facsimile or electronic mail (or otherwise deliver) mail, a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to the Holder indicating that and the Company will 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. Within five herein and (5II) on or before the third (3rd) Business Days after Day following the date of the Conversion Confirmation (receipt or the date of the Conversion Notice, if deemed receipt by the Company fails to issue of such Conversion Notice or, in the Conversion Confirmationcase of Major Transaction Company Shares, within the period provided in Section 3(d) (the “Share Delivery Date”), ; (A) provided that the Company's transfer agent Transfer Agent is participating in the The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("FAST") programProgram and provided that the Holder is eligible to receive Shares through DTC, the Company shall cause the transfer agent to electronically transmit the applicable credit such aggregate number of Conversion Shares to which the Holder shall be entitled by crediting the account of to the Holder's prime broker ’s or its designee’s balance account with DTC through its Deposit Withdrawal 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, within five or (5B) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation)foregoing shall not apply, the Company shall instruct and cause its transfer agent to issue and surrender to a nationally recognized overnight courier for delivery deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the HolderHolder or its designee, for the number of Conversion Shares to which the Holder shall be entitled. If less than notwithstanding the full principal provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion, and accrued but unpaid interest amount of the Principal represented by this Note is submitted for conversiongreater than the Principal being converted, then the Company shall within shall, as soon as practicable and in no event later than five (5) Business Days after receipt of this Note (the original Note, “Note Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note for representing the outstanding principal Principal not converted and interest amount not so converted; provided that such new Note shall be substantially in the same form as cancel this Note. This Note and the Conversion Shares will be freely tradable, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares if the Unrestricted Conditions (as defined below) are met.

Company’s Response. Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall as soon as practicable, but in no event later than five (5) Business Days after receipt of such Conversion Notice, immediately send, via facsimile or electronic mail (or otherwise deliver) facsimile, a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to the Holder indicating that and the Company will 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. Within five herein and (5II) on or before the second (2nd) Business Days after Day following the date of the Conversion Confirmation (receipt or the date of the Conversion Notice, if deemed receipt by the Company fails to issue of such Conversion Notice or, in the Conversion Confirmationcase of Major Transaction Company Shares, within the period provided in Section 3(d) (the “Share Delivery Date”), ; (A) provided that the Company's transfer agent Transfer Agent is participating in the The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("FAST") programProgram and provided that the Holder is eligible to receive Shares through DTC, the Company shall cause the transfer agent to electronically transmit the applicable credit such aggregate number of Conversion Shares to which the Holder shall be entitled by crediting the account of to the Holder's prime broker ’s or its designee’s balance account with DTC through its Deposit Withdrawal 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, within five or (5B) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation)foregoing shall not apply, the Company shall instruct and cause its transfer agent to issue and surrender to a nationally recognized overnight courier for delivery deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the HolderHolder or its designee, for the number of Conversion Shares to which the Holder shall be entitled. If less than notwithstanding the full principal provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion, and accrued but unpaid interest amount of the Principal represented by this Note is submitted for conversiongreater than the Principal being converted, then the Company shall within five shall, as soon as practicable and in no event later than three (53) Business Days after receipt of this Note (the original Note, “Note Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note for representing the outstanding principal Principal not converted and interest amount not so converted; provided that such new Note shall be substantially in the same form as cancel this Note. This Note and the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares if the Unrestricted Conditions (as defined below) are met.

Company’s Response. 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 five two (52) 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 indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company's ’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, the Company shall cause the transfer agent to electronically transmit the applicable Conversion Shares to Common Stock which the Holder shall be entitled by crediting the account of the Holder's ’s prime broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company's ’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Company shall instruct and cause its transfer agent to issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If less than the full principal and accrued but unpaid interest amount of this Note is submitted for conversion, then the Company shall within five ten (510) Business Days after receipt of the original Note, at its own expense, issue and deliver to the Holder a new Note for the outstanding principal and interest amount not so converted; provided that such new Note shall be substantially in the same form as this Note.