Common use of Conversion Clause in Contracts

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

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

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, (a) The Holder may at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering prior to the Company a Notice of ConversionMaturity Date, convert the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus or any portion thereof, into fully paid and non-assessable shares of the Common Stock, par value $.001 per share, of the Company (the "Common Stock"), on the basis of one share of such stock for each $0.35 (the "Conversion Price") in unpaid principal and accrued interest of this Note. Such conversion shall be effected by the surrender of this Note at the principal office of the Company (or such other office or agency of the Company in the continental United States as the Company may designate by notice in writing to the Holder) at any time during usual business hours, together with notice in writing that the Holder wishes to convert a portion or all accrued of this Note, which notice shall also state the name(s) (with addresses) and unpaid interest thereon, has denominations in which the certificate(s) for Common Stock shall be issued and shall include instructions for delivery thereof. Such conversion shall be deemed to have been so converted. Conversions hereunder effected as of the close of business on the date on which this Note shall have been surrendered and such notice shall have been received, and at such time (the effect "Voluntary Conversion Date") the rights of lowering the outstanding Holder with respect to the principal amount of the Note converted shall cease and the person(s) in whose name(s) any certificate(s) for Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate(s). As soon as practicable after the Voluntary Conversion Date, the Company shall deliver to, or as directed by, the Holder, certificates representing the number of shares of Common Stock issuable by reason of such conversion registered in such name or names and such denomination or denominations as the Holder shall have specified, together with cash as provided in Section 11 in respect of any fraction of a share of such stock otherwise issuable upon such conversion. In each case of conversion of this Note in part only, the Company shall receive and hold this Note as a fiduciary agent of the Holder, shall endorse on this Note the date and amount of this Note in an so converted, and such amount equal to the applicable conversionshall be deemed no longer outstanding. The Holder and Upon such endorsement, the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of promptly return this Note may be less than to the amount stated on the face hereofHolder.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder Noteholder shall effect conversions by delivering to the Company Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note the remaining obligations hereunder with interest accrued thereon to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Noteholder shall not be required to physically surrender the Promissory Note or this Note First Amendment to the Company Borrower unless all of the entire principal amount of this Note, plus all accrued remaining obligations thereunder and unpaid interest thereon, has hereunder have been so convertedconverted and the shares of Conversion Stock have been delivered. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionany remaining Convertible Obligations hereunder. The Holder Noteholder and the Company Borrower shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time date(s) of each conversionsuch conversion(s). The Company Borrower may deliver an objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Noteholder shall be controlling and determinative in the absence of manifest error. The Holder, Each of the Noteholder and any assignee by acceptance of this Note, acknowledge hereof acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Notehereof, the unpaid and unconverted principal amount of then-outstanding obligations set forth in this Note may be less than the amount stated on the face hereof.

Conversion. After Beginning on the six-month anniversary of the Original Issue Issuance Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. Upon exercise of the conversion rights set forth herein, the Company shall deliver to the Holder a conversion exercise grid in the form attached hereto as Annex B (the "Conversion Grid") with notations as to the amount of this Note so converted, the Shares so issued and the principal amount still outstanding under this Note. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Conversion Grid shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After a) At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Note, and amount of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Business Days of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of the Note upon which such objection is based. In the event of any dispute or discrepancy, the records of Company and the Holder shall be controlling and determinative in work to resolve such dispute or discrepancy to the absence mutual satisfaction of manifest errorboth parties. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversionsuch conversions, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection a form substantially similar to any Notice of Conversion within two Trading Days of delivery of such Notice of ConversionSchedule 1 attached hereto. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After the Original Issue Date until Until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the HolderHolder (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Note, and accrued interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days (or the Standard Settlement Period as defined in the Purchase Agreement if a lessor period) of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”"NOTICE OF CONVERSION"), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (a "CONVERSION DATE"); provided that the date upon which any such date, conversion may be effected may not be less than 5 calendar days following the “Conversion Date”)date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of ConversionConversion Notice”), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea “Conversion Date”) and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “Conversion DateSchedule”)) reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within 1 Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion. After At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Note, and amount of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Business Days of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of the Note upon which such objection is based. In the event of any dispute or discrepancy, the records of Company and the Holder shall be controlling and determinative in work to resolve such dispute or discrepancy to the absence mutual satisfaction of manifest errorboth parties. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this This Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture, including interest and principal, shall be convertibleconvertible into shares of Common Stock ("Shares") at a price of eighty percent (80%) of the average of the five lowest volume weighted average prices ("VWAPs"), in whole or in partdetermined on the then current trading market for the Company's common stock, at any timefor ten (10) trading days prior to conversion (the "Set Price" and the "Pricing Period"), and from time to time, into Conversion Shares at the option of the Holder, in whole at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall (each a "Conversion") is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversionCompany. The Company may shall deliver an any objection to any Notice of Conversion within two Trading five (5) Business Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Any disagreement as to the Set Price, Pricing Period, Shares due or any other issues relating to this Note shall be settled in accordance with the Dispute Resolution Procedures described below.

Conversion. After Commencing six months from the Original Issue Date date the Company first receives proceeds from its initial public offering (the “IPO Date”) until this Note is no longer outstanding, the principal of and, with the consent of the Company, the accrued interest on this Note shall be convertible, in whole at any time or in part, at any time, and part from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, during the five Trading Days commencing on the first, second, third, fourth and fifth anniversaries of the Original Issue Date of the Note at any time and from time to time; provided, that if any such anniversary shall occur prior to six months from the IPO Date, this Note can be first converted in whole or in part during the five Trading Days commencing on the Trading Day following six months from the IPO Date. The Holder shall effect conversions conversion by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of and, with the consent of the Company, interest on this Note to be converted and the date on which such conversion shall be effected no later than the second Business Day after the date the Notice of Conversion is received by the Company (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertibleconvertible into shares of Common Stock of SBS Interactive, in whole or in partCo., at any timeFlorida corporation (the "Common Stock"), and from time to time, into Conversion Shares at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), fully executed and completed in its entirety, including specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion is to be effected, which never shall be effected a date earlier than the date such Notice of Conversion is deemed received by the Company (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredreceived by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After Beginning on the six month anniversary of the Original Issue Issuance Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note (a) (i) CONVERSION AT OPTION OF HOLDER. This Debenture shall be convertibleconvertible into shares of Common Stock at the option of the Holder, in whole or in part, part at any time, time and from time to time, into Conversion Shares at after the option of Original Issue Date (subject to the Holderlimitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversioncompleted notice in the form attached hereto as EXHIBIT A (a "CONVERSION NOTICE"), including a completed Conversion Schedule in the form of which is attached hereto as Annex A SCHEDULE 1 to the Conversion Notice (eachon each Conversion Date, a “Notice of Conversion”the "CONVERSION SCHEDULE"), specifying therein . The Conversion Schedule shall set forth the remaining principal amount of this Note Debenture and all accrued and unpaid interest thereon subsequent to be converted and the conversion at issue. The date on which such conversion shall be effected (such date, a Conversion Notice is delivered is the “Conversion Date”). If no Conversion Date "CONVERSION DATE." Unless the Holder is specified in a Notice of Conversion, converting the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunderentire principal amount outstanding under this Debenture, the Holder shall is not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this Notein order to effect conversions. Subject to Section 4(b), plus all accrued and unpaid interest thereoneach Conversion Notice, has been so convertedonce given, shall be irrevocable. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversionconversions. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After (a) (i) Commencing on the Original Issue Date until this Note is no longer outstanding31st day after the Closing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea "Conversion Date") and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “"Conversion Date”)Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversionconversions. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering by facsimile to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures plus accrued and unpaid interest to be converted converted, and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversionconversion (interest first, then principal). The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversionsuch conversions, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection a form substantially similar to any Notice of Conversion within two Trading Days of delivery of such Notice of ConversionSchedule 1 attached hereto. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After a) At any time after the Original Issue Date earliest of: (i) the occurrence and continuance of an Event of Default, (ii) consummation of a Qualified Subsequent Financing, and (iii) on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information, until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares Shares, at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Note, and amount of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading one Business Days of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of this Note upon which such objection is based. In the event of any dispute or discrepancy, the records of Company and the Holder shall be controlling and determinative in work to resolve such dispute or discrepancy to the absence mutual satisfaction of manifest errorboth parties. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After At any time on or after the Original Issue Date until this Note date that is no longer outstandingninety (90) days after the Issuance Date, at the request of the Holder (the “Conversion Election”), this Note shall be convertible, in whole or in part, at any time, into such number of fully paid and from time to time, into Conversion non-assessable Common Shares at as is determined by dividing (x) the option sum of the HolderPrincipal Amount then outstanding plus the Interest Amount then accrued but unpaid hereon by (y) the Conversion Price (as defined in Section 3.2(a) hereof). The Holder shall effect conversions a Conversion Election by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredreceived by the Company. To effect conversions Conversion Elections hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount Principal Amount of this Note, Note plus all the Interest Amount then accrued and but unpaid interest thereon, has thereon shall have been so convertedconverted or otherwise paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Principal Amount in an the amount equal to the applicable conversionprincipal amount of the Note so converted. The Holder and the Company shall maintain records showing the principal amount(s) Principal Amounts converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time dates of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two three (3) Trading Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct then outstanding Principal Amount may be issued to Holder.

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex ANNEX A (each, a “Notice of Conversion”"CONVERSION NOTICE"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “Conversion Date”a "CONVERSION DATE"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversionsuch conversions, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection a form substantially similar to any Notice of Conversion within two Trading Days of delivery of such Notice of ConversionSchedule 1 attached hereto. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part (in increments of at least $100,000 principal amount) at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note (a) (i) This Debenture shall be convertibleconvertible into shares of Common Stock at the option of the Holder, in whole or in part, part at any time, time and from time to time, into from and after the 100th day following the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock as shall be issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Shares at the option of the HolderPrice (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering surrendering this Debenture (or such portions thereof) to the Company a Notice of Conversionbe converted, together with the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “"Conversion Notice") to the Company. Each Conversion Notice of Conversion”), specifying therein shall specify the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion to the principal amount(s) converted extent permissible hereunder and shall promptly deliver to such Holder (in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Debenture for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.

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

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note (a) (i) This Debenture shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time after the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, tendering the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “the "Conversion Notice") to the Company. Each Conversion Notice of Conversion”), specifying therein shall specify the principal amount of this Note principal and interest of the Debentures to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type irrevocable. Upon the conversion of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunderthe remaining principal and interest on the Debenture, the Holder shall not be required to physically surrender this Note the Debenture to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and along with the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofNotice.

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within 1 Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of ConversionConversion Notice”), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea “Conversion Date”) and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “Conversion DateSchedule”)) reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of the figures represented in the Conversion Schedules within two Trading 2 Business Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"), which date shall not be more than 10 Trading Days after delivery of the Notice of Conversion and the Conversion Certificate (as defined in the Custodial Agreement) as to such conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two 3 Trading Days of delivery after receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

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

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

Conversion. After At any time on or after the Original Issue Date until this Note is no longer outstandingIssuance Date, at the request of the Holder (the “Conversion Election”), this Note shall be convertible, in whole or in part, at any timeinto such number of fully paid and non-assessable Common Shares as is determined by dividing (x) the outstanding Principal Amount and the Interest Amount then accrued hereon by (y) the Conversion Price (as defined in Section 3.2(a) hereof) then in effect (the “Conversion Rate”); provided, and from time however, that the Conversion Price, defined below, shall be subject to time, into Conversion Shares at the option adjustment as described in Section 3.4 of the Holderthis Note. The Holder shall effect conversions a Conversion Election by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A Exhibit B (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified specified, in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions Conversion Elections hereunder, the Holder shall not be required to physically surrender this Note Notes to the Company company unless the entire principal amount Principal Amount of this Note, Note plus all accrued and unpaid interest thereon, has the Interest Amount thereon shall have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) Principal Axxxxx converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two three (3) Trading Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct Principal Amount may be issued to Holder.

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

Conversion. After i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture, including interest and principal, shall be convertibleconvertible into shares of Common Stock at the lower of $0.01 per share or a price of seventy percent (70%) of the average of the two lowest volume weighted average prices (“VWAPs”), in whole or in partdetermined on the then current trading market for the Company’s common stock, at any timefor ten (10) trading days prior to conversion (the “Set Price”), and from time to time, into Conversion Shares at the option of the Holder, in whole at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversionCompany. The Company may shall deliver an any objection to any Notice of Conversion within two Trading 2 Business Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After At any time if (a) this Debenture is in default according to Section 7, and (b) the Original Issue Date until this Note is no longer outstandingnet proceeds from the sale of Collateral Shares do not provide adequate coverage of all amounts owing hereunder pursuant to Section 6, and (c) the Company cannot remedy the inadequate amount in five (5) business days pursuant to Section 6, this Note shall Debenture can be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of common stock of the Company at the option of the Holder, in whole or in part (subject to any limitations on conversion). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal outstanding amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea "Conversion Date") and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “"Conversion Date”)Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within one (1) Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company's failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note (a)(i) This Debenture shall be convertible, convertible into shares of Common Stock (subject to the limitations set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii) hereof) at the option of the Holder, in whole or in part at any time and from time to time following the Original Issue Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted by the Conversion Price, as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering surrendering the Debentures (or such portions thereof) to the Company a Notice of Conversionbe converted, together with the form of which is conversion notice attached hereto as Annex EXHIBIT A (each, a “"CONVERSION NOTICE") to the Company. Each Conversion Notice of Conversion”), specifying therein shall specify the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (such date, the “Conversion Date”a "CONVERSION DATE"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion to the principal amount(s) converted extent permissible hereunder and shall promptly deliver to such Holder (in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Debenture for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.

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

Conversion. After At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, into fully paid and from time to time, into Conversion Shares non-assessable shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted,. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule, containing at a minimum the information shown on Schedule 1, and showing historically, among other things, the principal amount(s) amounts converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may deliver an objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of Notwithstanding anything in this Note may be less than to the amount stated contrary, in the event that the Closing Bid Price on the face hereofdate immediately preceding a contemplated Conversion Date set forth on a Notice of Conversion is below $10.00, this Note shall not be convertible and no Conversion shall be effected for a ninety (90) calendar day period commencing on such date and until a new Notice of Conversion is delivered.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note (a)(i) This Debenture shall be convertibleconvertible into shares of Common Stock at the option of the Holder, in whole or in part, part at any time, time and from time to time, into from and after the 100th day following the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock as shall be issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Shares at the option of the HolderPrice (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering surrendering this Debenture (or such portions thereof) to the Company a Notice of Conversionbe converted, together with the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “"Conversion Notice") to the Company. Each Conversion Notice of Conversion”), specifying therein shall specify the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion to the principal amount(s) converted extent permissible hereunder and shall promptly deliver to such Holder (in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Debenture for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.

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

Conversion. After a) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertibleconvertible into shares of Common Stock at the option of the Holder, in whole or in part, part at any time, time and from time to time, into Conversion Shares at the option of the HolderConversion Price (as defined below). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After At any time after the Original Issue Date until this Note is no longer outstanding, the principal of and accrued interest on this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of and interest on this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

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

Conversion. After At any time on or after the Original Issue Date until this Note is no longer outstandingIssuance Date, at the request of the Holder (the “Conversion Election”), this Note shall be convertible, in whole or in part, at any timeinto such number of fully paid and non-assessable Common Shares as is determined by dividing (x) the outstanding Principal Amount and the Interest Amount then accrued hereon by (y) the Conversion Price (as defined in Section 3.2(a) hereof) then in effect (the “Conversion Rate”); provided, and from time however, that the Conversion Price, defined below, shall be subject to time, into Conversion Shares at the option adjustment as described in Section 3.4 of the Holderthis Note. The Holder shall effect conversions a Conversion Election by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A Exhibit B (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). In no event may the Conversion Date be earlier than the date the Company receives the Notice of Conversion. If no Conversion Date is specified specified, in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions Conversion Elections hereunder, the Holder shall not be required to physically surrender this the Note to the Company. In the event of a partial conversion the Company unless shall issue a new Note in the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedthe remaining principal balance after taking into account the issuance of the shares on conversion. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) Principal Axxxxx converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two three (3) Trading Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct Principal Amount may be issued to Holder. The Company shall not be required to issue fractional shares and may deliver cash in lieu of fractional shares.

Conversion. After On or after the Original Issue 90 Day Anniversary Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After a) i) At any time after the 121st day after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note (a) The Notes shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two one Trading Days Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this (a) (i) This Note shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time and prior to the close of business on the Maturity Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Note to be converted by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, conversion notice in the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”the "Conversion Notice"), specifying therein the information on the Conversion Notice form. Each Conversion Notice shall specify the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion and shall promptly deliver to such Holder (in the principal amount(s) converted in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Note for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.

Conversion. After the Original Issue Date until At any time while this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time. The Holder shall effect conversions by delivering to the Company Maker a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company Maker unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company Maker shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorconversion(s). The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Ordinary Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a the Notice of Conversion, the form of which is Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading 2 Business Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After On or after the Original Issue 3 Month Anniversary Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After At any time on or after the Original Issue Date until this Note is no longer outstandingIssuance Date, at the request of the Holder (the “Conversion Election”), this Note shall be convertible, in whole or in part, at any timeinto such number of fully paid and non-assessable Common Shares as is determined by dividing (x) the outstanding Principal Amount and the Interest Amount then accrued hereon by (y) the Conversion Price (as defined in Section 3.2(a) hereof) then in effect (the “Conversion Rate”); provided, and from time however, that the Conversion Price, defined below, shall be subject to time, into Conversion Shares at the option adjustment as described in Section 3.4 of the Holderthis Note. The Holder shall effect conversions a Conversion Election by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A Exhibit B (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified specified, in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions Conversion Elections hereunder, the Holder shall not be required to physically surrender this Note Notes to the Company company unless the entire principal amount Principal Amount of this Note, Note plus all accrued and unpaid interest thereon, has the Interest Amount thereon shall have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) Principal Xxxxxx converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two three (3) Trading Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct Principal Amount may be issued to Holder.

Conversion. After At any time following sixty (90) days after the Original Issue Date until this Note is no longer outstandingand ending on the Maturity, unless previously repaid by the Company, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of common stock of the Company at the option of the Holder, in whole or in part (subject to any limitations on conversion). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein the principal amount Principal Amount and interest of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount Principal Amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note Debenture in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount(s) Principal Axxxxx converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount Principal Amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After (a) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, all or any part of the principal and interest due under this Note shall Debenture may be convertible, in whole or in part, at any time, and from time to time, converted into Conversion Shares at any time and from time-to-time at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal and interest to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 61 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 61 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note the Debenture to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 20 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After At any time after the Original Issue Date Closing until this Note is no longer outstandingall amounts due under the Notes have been paid in full, this Note the Notes shall be convertible, in whole or in part, into shares of Common Stock at the option of the Purchaser, at any time, time and from time to time, into Conversion Shares at the option of the Holderas set forth below. The Holder Purchaser shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note the Note(s) and/or any other amounts due under the Note(s) to be converted converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Purchaser shall not be required to physically surrender this Note the Note(s) to the Company unless the entire principal amount of this NoteNote(s), plus all accrued and unpaid interest thereon, has thereon and all other amounts due under the Note(s) have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note the Note(s) in an amount equal to the applicable conversionconversion amount. The Holder and the Company Purchaser shall maintain records a schedule showing the principal amount(s) and/or any other amounts due under the Note(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversionconversion(s). In the event of any dispute or discrepancy, the records of the Holder Purchaser shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Ordinary Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a the Notice of Conversion, the form of which is Conversion attached hereto as Annex ANNEX A (each, a “Notice of Conversion”"NOTICE OF CONVERSION"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “Conversion Date”a "CONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading 2 Business Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After 3.1 At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertibleconverted into Underlying Units either (A) automatically, without notice or election, immediately prior to the effective time of the closing of the transactions contemplated in whole the Share Exchange Agreement or in part, at any time, and from time to time, into Conversion Shares (B) at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note the Debenture to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days three business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture, including interest and principal, shall be convertibleconvertible into shares of Common Stock at the lower of $0.01 per share or a price of seventy percent (70%) of the average of the two lowest VWAPs, in whole or in partdetermined on the then current trading market for the Company's common stock, at any timefor ten (10) trading days prior to conversion (the "Set Price"), and from time to time, into Conversion Shares at the option of the Holder, in whole at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversionCompany. The Company may shall deliver an any objection to any Notice of Conversion within two Trading 2 Business Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Preferred Stock at the option of the Holder, at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading (2) Business Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest or mathematical error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After Holder shall have the Original Issue Date until option to convert this Note is no longer outstanding, this Note shall be convertible, as provided in whole or in part, at any time, and from time to time, Section 2 into Conversion Common Shares of the Company at the option of the Holder, in Holder’s sole discretion, (subject to the conversion limitations set forth in Section 8(d) hereof), at the Conversion Price set out in Section 8(b) below. The Holder shall effect conversions provided in Section 2 by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). The Notice of Conversion shall be accompanied by evidence sufficient to establish that conversion conditions exist. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) and/or any other amounts due under this Note converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorconversion(s). The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, (i) following conversion of a portion of this NoteNote and delivery and receipt of the applicable shares requested, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof, and (ii) this Note shall not be convertible until the eligibility requirements of this Section 8(a) are met.

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

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea "Conversion Date") and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “"Conversion Date”)Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within one (1) Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a Hxxxxx's right to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company's failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the ofthe Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is ofNotice ofConversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note ofprincipal to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice ofConversion within 10 business days of Conversion within two Trading Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this ofthis Note, acknowledge acknowledges and agree agrees that, by reason of the ofthe provisions of this ofthis paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionDebenture. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and/or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a Xxxxxx's right to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company's failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion. After Beginning on the six month anniversary of the Original Issue Issuance Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days (or the Standard Settlement Period as defined in the Purchase Agreement if a lessor period) of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After At any time during the Original Issue Date until this Note is no longer outstandingConversion Period (as defined below), this Note shall may be convertible, in whole or in part, at any time, and from time to time, surrendered for conversion into the cash Conversion Shares Amount (as defined below) at the option of the HolderHolder hereof as follows. The Holder shall effect conversions by delivering to On any Business Day (as defined below) during the Company a Notice of ConversionConversion Period, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount Holder of this Note may give notice to any Conversion Agent, who will provide copies to the Company, the Calculation Agent, the Principal Conversion Agent and the Trustee, in writing in the form provided in the Indenture (a "Conversion Notice"), that such Holder elects to convert this Note into the Conversion Amount. To be converted, this Note, together with all unmatured Coupons appertaining hereto (for this purpose treating any Coupon expressed to be converted and payable on the date on which such conversion shall be effected (such date, the “Conversion Date”). If no relevant Conversion Date is specified as an unmatured Coupon), must be surrendered to a Conversion Agent together with the Conversion Notice relating thereto. Any question as to the validity of a Conversion Notice or as to whether such notice has been properly and timely given will be resolved finally by the Principal Conversion Agent in a Notice of Conversion, its sole discretion. On and after the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required with respect to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued unmatured Coupons relating hereto (whether or not attached hereto) shall become void and unpaid interest thereon, has been so convertedno payment shall be made in respect thereof. Conversions hereunder shall have On the effect of lowering the outstanding principal amount of this Note in an amount equal Settlement Date (as defined below) with respect to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Holder of this Note may will be less than entitled to receive the amount stated on Conversion Amount in cash. Any payment of the face hereof.Conversion Amount shall be deemed to be a payment of principal for all purposes under the Indenture and the Notes. As used herein:

Conversion. After At any time on or after the Original Issue Date until this Note is no longer outstandingIssuance Date, at the request of the Holder (the “Conversion Election”), this Note shall be convertible, in whole or in part, at any time, into such number of fully paid and from time to time, into non-assessable Common Shares as is determined by dividing (x) the outstanding Principal Amount and the Interest Amount then accrued hereon by (y) the Conversion Shares at the option of the HolderPrice (as defined in Section 3.2(a) hereof). The Holder shall effect conversions a Conversion Election by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A Exhibit B (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions Conversion Elections hereunder, the Holder shall not be required to physically surrender this Note Notes to the Company company unless the entire principal amount Principal Amount of this Note, Note plus all accrued and unpaid interest thereon, has the Interest Amount thereon shall have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) Principal Xxxxxx converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two three (3) Trading Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct then outstanding Principal Amount may be issued to Holder.

Conversion. After (a) At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Note, and amount of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Business Days of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of the Note upon which such objection is based. In the event of any dispute or discrepancy, the records of Company and the Holder shall be controlling and determinative in work to resolve such dispute or discrepancy to the absence mutual satisfaction of manifest errorboth parties. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note (a) This Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the HolderHolder in whole or in part at any time and from time to time after the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock as shall be issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering surrendering the Debentures (or such portions thereof) to the Company a Notice of Conversionbe converted, together with the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “"Conversion Notice") to the Company. Each Conversion Notice of Conversion”), specifying therein shall specify the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered hereunder. No ink-original Notice Subject to Section 4(b) hereof and Section 3.8 of the Purchase Agreement, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion to the principal amount(s) converted extent permissible hereunder and shall promptly deliver to such Holder (in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Debenture for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea "Conversion Date") and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “"Conversion Date”)Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within 1 Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. The Holder shall provide to each and any assignee a copy of the Conversion Schedule and shall provide the Company with proof of delivery of such Conversion Schedule.

Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”)) and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the "Conversion Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversionconversions. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Conversion. After (a) Following the Original Issue Date until this Note is no longer outstandingexpiration or termination of applicable waiting periods under the HSR Act, including any extensions thereof, (i) the holder of this Note shall be convertiblehave the right, in whole or in partat its option, at any time, time and from time to timetime from the Issue Date until August 8, 2001, to convert, subject to the terms and provisions of this Section 3, and (ii) the Company, upon the occurrence of any Conversion Event, may elect with no further action required to be taken by the holder thereof to cause the conversion, subject to the terms and provisions of this Section 3, of the Note, in whole but not in part, into Conversion Shares at Common Stock. In each such case, the option Note shall be converted into such number of the Holder. The Holder shall effect conversions by delivering fully paid and non- assessable shares of Common Stock as is equal, subject to Section 3(g), to the Company a Notice product of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this the Note to be converted and divided by the date on which such conversion Conversion Price (as defined below) then in effect. The Conversion Price shall be effected (such date$74,560.01, the “Conversion Date”subject to adjustment as set forth in Section 3(c). If no Conversion Date is specified in The conversion right of a Notice holder of Conversion, the Conversion Date Note shall be exercised by the date that such Notice holder by the surrender of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless at any time during usual business hours at its principal place of business to be maintained by it, accompanied by written notice that the entire principal amount holder elects to convert such Note and specifying the name or names (with address) in which a certificate or certificates for shares of this Note, plus all accrued Common Stock are to be issued and unpaid interest thereon, has been (if so converted. Conversions hereunder shall have required by the effect Company) by a written instrument or instruments of lowering the outstanding principal amount of this Note transfer in an amount equal form reasonably satisfactory to the applicable conversionCompany duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 3(i). The Holder and Any conversion by the Company shall maintain records showing be automatic and shall not require the holder of the Note to take any action to be effective. Immediately upon the conversion by the holder or the Company of the Note, the holder of the Note shall be deemed to be the holder of record of Common Stock issuable upon conversion of the Note notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such person. Upon notice from the Company, the holder of the Note shall promptly surrender to the Company, at the Company's principal amount(s) converted in each conversionplace of business, the canceled Note. On the date of each any voluntary or automatic conversion, all rights with respect to the Note, including the right, if any, to receive notices, will terminate, except only the rights of holders thereof to (i) receive certificates for the number of shares of Common Stock into which the Note has been converted, and (ii) exercise the Conversion Price in effect at rights to which they are entitled as holders of Common Stock. If the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In last day for the event of any dispute or discrepancy, the records exercise of the Holder conversion right shall not be controlling and determinative in the absence of manifest error. The Holdera Business Day, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following then such conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note right may be less than the amount stated exercised on the face hereofnext preceding Business Day.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this (a) (i) This Note shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time commencing sixty-one (61) days after the Original Issue Date and prior to the close of business on the Maturity Date, except that this Note shall not be convertible until all other Series 2002A Notes have been completely paid or converted into Common Stock. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Note to be converted by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, conversion notice in the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”the "Conversion Notice"), specifying therein the information on the Conversion Notice form. Each Conversion Notice shall specify the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion and shall promptly deliver to such Holder (in the principal amount(s) converted in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Note for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, including accrued interest on all outstanding principal being converted, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this (a) (i) This Note shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time after the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Note to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering surrendering the Notes (or such portions thereof) to the Company a Notice of Conversionbe converted, together with the form of which is conversion notice attached hereto as Annex EXHIBIT A (each, a “the "CONVERSION NOTICE") to the Company. Each Conversion Notice of Conversion”), specifying therein shall specify the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “Conversion Date”"CONVERSION DATE"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion to the principal amount(s) converted extent permissible hereunder and shall promptly deliver to such Holder (in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Note for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days (or the Standard Settlement Period as defined in the Purchase Agreement if a lessor period) of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this (a) (i) This Note shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time commencing sixty-one (61) days after the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Note to be converted by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, conversion notice in the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”the "Conversion Notice"), specifying therein the information on the Conversion Notice form. Each Conversion Notice shall specify the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion and shall promptly deliver to such Holder (in the principal amount(s) converted in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Note for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.