Common use of Conversion and Exchange Clause in Contracts

Conversion and Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Converted Indebtedness shall be deemed converted into and exchanged for 10,154,542 shares of Common Stock (the "Shares"), being the number of Shares resulting from a conversion price of $0.264 per Share, calculated as set forth on Exhibit B attached hereto, which shall be issued to Holder on the Closing Date. (b) Promptly following the recordation of Holder as the beneficial owner of the Shares, the Converted Indebtedness shall be automatically repaid in full and the Note Agreement shall be deemed fully satisfied. (c) The Parties intend that the exchange and conversion of the Note Agreement and the Converted Indebtedness for the Shares is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act and the Parties agree not to take any position contrary thereto. This Agreement shall be deemed an amendment to the Note Agreement and to any agreements between the Parties pursuant to which the Converted Indebtedness accrued, to the extent required to give effect to the transactions contemplated herein.

Conversion and Exchange. (a) The Parties acknowledge and agree that the Holder has the right to declare that the Notes are in default, and therefore the total principal amount, accrued interest and other payment obligations of the Company pursuant to the Notes as of the Closing Date is $9,800,449 (the “Exchanged Indebtedness”). On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Converted the Notes and the Exchanged Indebtedness shall be deemed converted into and exchanged for 10,154,542 3,525,341 shares of Common Stock (the "“Shares"”), being an exchange based on a value of the number of Shares resulting from a conversion price Common Stock of $0.264 per Share2.78, calculated which, as set forth on Exhibit B attached hereto, which shall be issued to Holder on of the Closing Date, is the “Minimum Price” as defined in Rule 5635 of The Nasdaq Stock Market LLC Rules. (b) Promptly following the recordation of the Holder as the beneficial owner of the Shares, the Converted Exchanged Indebtedness shall be automatically repaid in full and the Note Notes shall be deemed automatically terminated and null and void and of no further force, and this Agreement shall be deemed fully satisfiedan amendment to the Notes to the extent required to give effect thereto. The Holder hereby waives any and all defaults occurring pursuant to the Notes at any time up to the Closing Date and agree that the issuance of the Shares to the Holder shall constitute full and complete satisfaction of all obligations of the Company pursuant to the Notes. (c) The Parties intend that the exchange and conversion of the Note Agreement and the Converted Indebtedness for the Shares as set forth herein is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act and the Parties agree not to take any position contrary thereto. This Agreement shall be deemed an amendment to the Note Agreement and to any agreements between the Parties pursuant to which the Converted Indebtedness accrued, to the extent required to give effect to the transactions contemplated herein.

Conversion and Exchange. (a) The Parties acknowledge and agree that the Holder has the right to declare that the Notes are in default, and therefore the total principal amount, accrued interest and other payment obligations of the Company pursuant to the Notes as of the Closing Date is $3,630,000 (the “Exchanged Indebtedness”). On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Converted the Notes and the Exchanged Indebtedness shall be deemed converted into and exchanged for 10,154,542 363,000 shares of Common Series A Stock (the "“Shares"”), being which Shares are convertible into shares of common stock, par value $0.0001 per share, of the number of Shares resulting from a conversion price of $0.264 per Share, calculated Company (the “Common Stock”) as set forth in the Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”) as filed with the Secretary of State of the State of Delaware on Exhibit B attached heretoAugust 15, which shall be issued to Holder on the Closing Date2024. (b) Promptly following the recordation of the Holder as the beneficial owner of the Shares, the Converted Exchanged Indebtedness shall be automatically repaid in full and the Note Notes shall be deemed automatically terminated and null and void and of no further force, and this Agreement shall be deemed fully satisfiedan amendment to the Notes to the extent required to give effect thereto. The Holder hereby waives any and all defaults occurring pursuant to the Notes at any time up to the Closing Date and agree that the issuance of the Shares to the Holder shall constitute full and complete satisfaction of all obligations of the Company pursuant to the Notes. (c) The Parties intend that the exchange and conversion of the Note Agreement and the Converted Indebtedness for the Shares as set forth herein is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act and the Parties agree not to take any position contrary thereto. This Agreement shall be deemed an amendment to the Note Agreement and to any agreements between the Parties pursuant to which the Converted Indebtedness accrued, to the extent required to give effect to the transactions contemplated herein.