Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, commencing after until the Actual Effective Maturity Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price Price, as adjusted, then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a twenty (20) consecutive seven trading days (7“Lookback Period”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more greater than Five Dollars ($3.00 5.00) each such trading day with an average and during which twenty (20) trading days, the daily trading volume of 80,000 as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this NoteNotes. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.2 above2.3 of this Note.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing Commencing after the Actual Effective Dateactual effective date of the Registration Statement described in Article 3 hereunder that includes the shares underlying this Note, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven ten (710) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 0.60 each day with an average daily trading volume in excess of 80,000 150,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 1.2 above.

Mandatory Conversion. Provided an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default) has not occurred, then, commencing after the date the Registration Statement described in Section 11.1(iv) of the Subscription Agreement has been declared effective ("Actual Effective Date"), the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect effect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following a consecutive seven ten (710) day trading period ("Lookback Period") during which the closing bid price for the CompanyBorrower's Common Stock Stock, as reported by Bloomberg, LP for the Principal Market shall be Market, is more than $3.00 0.50 each day with an average daily trading volume of 80,000 sharesduring the Lookback Period. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which that is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term terms and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Lookback Period. The Borrower shall reduce the amount of Note principal and interest subject included in a Mandatory Redemption Notice shall be further reduced to a Notice an amount that would not cause the Holder to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the may not be given until twenty (20) trading days have elapsed from the preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 2.1 above.

Mandatory Conversion. Provided an Upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event of Default has not occurred, then, commencing that occurs after the Actual Effective Redemption Date to the extent any share of Series G Convertible Preferred remains outstanding after the Redemption Date, the Borrower will have unless previously converted at the option by written of Holders in accordance with the provisions hereof, each outstanding share of Series G Convertible Preferred shall, without notice to Holders, convert automatically (the Holder ("Notice of “Mandatory Conversion"”) into (A) a number of compelling Conversion Shares equal to the Holder to convert all or a portion Issue Price of the outstanding shares of Series G Convertible Preferred so converted plus accrued and unpaid principal of the Note and accrued interest, dividends thereon, into Common Stock at divided by the (B) Conversion Price then in affect ("Mandatory Conversion")effect. The Notice No fractional shares or securities representing fractional shares will be issued upon conversion; in lieu of Mandatory Conversion, which notice must be given fractional shares the Corporation will pay a cash adjustment based upon the Common Stock Value as of the close of business on the first day Business Day preceding the date of the occurrence of such Mandatory Conversion Event. Promptly following a consecutive seven Mandatory Conversion Event, written notice (7the “Mandatory Conversion Notice”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 given by first class mail, postage prepaid, to each day with an average daily trading volume of 80,000 shares. The Holder who is a Holder on the date the Notice of Mandatory Conversion such notice is given is at such Holder’s address as it appears on the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount stock books of the Note which is subject Corporation, provided that no failure to Mandatory Conversion, which amount may not exceed in give such notice or any deficiency therein shall affect the aggregate, validity of the procedures for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Dateas to the Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Mandatory Conversion Notices must be given proportionately Each Holder shall surrender the certificate or certificates representing all shares of Series G Convertible Preferred held by such Holder to all Holders of Notes who received Notes similar the Corporation, duly endorsed (or otherwise in term and tenure proper form for transfer, as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion determined by the amount Corporation) and the Corporation shall issue to such Holder that number of Note Principal and interest for shares of Class A Common Stock to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Holder had delivered a Notice Corporation within five (5) Business Days of Conversion to the Borrower during the twenty (20) trading days preceding receipt of the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required Notice that it wishes to deliver the receive Class C Common Stock issuable pursuant in accordance with this paragraph, the Corporation shall issue such Holder an equal number of shares of Class C Common Stock to a Mandatory Conversion Notice which such Holder is entitled as calculated in the same manner and time period as described in Section 2.2 aboveaccordance with this paragraph.

Mandatory Conversion. Provided an At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event of Default has not occurred, then, commencing that occurs after the Actual Effective Redemption Date to the extent any share of Series D Convertible Preferred remains outstanding after the Redemption Date, the Borrower will have unless previously converted at the option by written of Holders in accordance with the provisions hereof, each outstanding share of Series D Convertible Preferred shall, without notice to Holders, convert automatically (the Holder ("Notice of “Mandatory Conversion"”) into (A) a number of compelling Conversion Shares equal to the Holder to convert all or a portion Issue Price of the outstanding shares of Series D Convertible Preferred so converted plus accrued and unpaid principal of the Note and accrued interest, dividends thereon, into Common Stock at divided by the (B) Conversion Price then in affect ("Mandatory Conversion")effect. The Notice No fractional shares or securities representing fractional shares will be issued upon conversion; in lieu of Mandatory Conversion, which notice must be given fractional shares the Corporation will pay a cash adjustment based upon the Common Stock Value as of the close of business on the first day Business Day preceding the date of the occurrence of such Mandatory Conversion Event. Promptly following a consecutive seven Mandatory Conversion Event, written notice (7the “Mandatory Conversion Notice”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 given by first class mail, postage prepaid, to each day with an average daily trading volume of 80,000 shares. The Holder who is a Holder on the date the Notice of Mandatory Conversion such notice is given is at such Holder’s address as it appears on the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount stock books of the Note which is subject Corporation, provided that no failure to Mandatory Conversion, which amount may not exceed in give such notice or any deficiency therein shall affect the aggregate, validity of the procedures for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Dateas to the Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Mandatory Conversion Notices must be given proportionately Each Holder shall surrender the certificate or certificates representing all shares of Series D Convertible Preferred held by such Holder to all Holders of Notes who received Notes similar the Corporation, duly endorsed (or otherwise in term and tenure proper form for transfer, as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion determined by the amount Corporation) and the Corporation shall issue to such Holder that number of Note Principal and interest for shares of Class A Common Stock to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Holder had delivered a Notice Corporation within five (5) Business Days of Conversion to the Borrower during the twenty (20) trading days preceding receipt of the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required Notice that it wishes to deliver the receive Class C Common Stock issuable pursuant in accordance with this paragraph, the Corporation shall issue such Holder an equal number of shares of Class C Common Stock to a Mandatory Conversion Notice which such Holder is entitled as calculated in the same manner and time period as described in Section 2.2 aboveaccordance with this paragraph.

Mandatory Conversion. Provided an At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event of Default has not occurred, then, commencing that occurs after the Actual Effective Redemption Date to the extent any share of Series E-2 Convertible Preferred remains outstanding after the Redemption Date, the Borrower will have unless previously converted at the option by written of Holders in accordance with the provisions hereof, each outstanding share of Series E-2 Convertible Preferred shall, without notice to Holders, convert automatically (the Holder ("Notice of “Mandatory Conversion"”) into (A) a number of compelling Conversion Shares equal to the Holder to convert all or a portion Issue Price of the outstanding and unpaid principal shares of Series E-2 Convertible Preferred so converted, divided by the Note and accrued interest, thereon, into Common Stock at the (B) Conversion Price then in affect ("Mandatory Conversion")effect. The Notice No fractional shares or securities representing fractional shares will be issued upon conversion; in lieu of Mandatory Conversion, which notice must be given fractional shares the Corporation will pay a cash adjustment based upon the Common Stock Value as of the close of business on the first day Business Day preceding the date of the occurrence of such Mandatory Conversion Event. Promptly following a consecutive seven Mandatory Conversion Event, written notice (7the “Mandatory Conversion Notice”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 given by first class mail, postage prepaid, to each day with an average daily trading volume of 80,000 shares. The Holder who is a Holder on the date the Notice of Mandatory Conversion such notice is given is at such Holder’s address as it appears on the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount stock books of the Note which is subject Corporation, provided that no failure to Mandatory Conversion, which amount may not exceed in give such notice or any deficiency therein shall affect the aggregate, validity of the procedures for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Dateas to the Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Mandatory Conversion Notices must be given proportionately Each Holder shall surrender the certificate or certificates representing all shares of Series E-2 Convertible Preferred held by such Holder to all Holders of Notes who received Notes similar the Corporation, duly endorsed (or otherwise in term and tenure proper form for transfer, as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion determined by the amount Corporation) and the Corporation shall issue to such Holder that number of Note Principal and interest for shares of Class A Common Stock to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Holder had delivered a Notice Corporation within five (5) Business Days of Conversion to the Borrower during the twenty (20) trading days preceding receipt of the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required Notice that it wishes to deliver the receive Class C Common Stock issuable pursuant in accordance with this paragraph, the Corporation shall issue such Holder an equal number of shares of Class C Common Stock to a Mandatory Conversion Notice which such Holder is entitled as calculated in the same manner and time period as described in Section 2.2 aboveaccordance with this paragraph.

Mandatory Conversion. Provided Notwithstanding anything to the contrary, express or implied, contained in this Note, at such time as Hightimes shall complete its pending Regulation A+ initial public offering, currently scheduled to be completed on or before October 31, 2018, pursuant to its Form 1-A Offering Circular approved by the Securities and Exchange Commission (“SEC”) on July 26, 2018 and as supplemented by its Form 1-U Current Reports and Form 1 SA Semi-Annual Report filed with the SEC subsequent to July 26, 2018 (the “Hightimes IPO”), at such time as the Common Stock is first listed for trading or quoted on an Event “Approved Securities Market” (as defined in Section 3(a)(i) below), a “Mandatory Conversion Event” shall be deemed to have occurred. Upon the occurrence of Default has not occurred, then, commencing after the Actual Effective Datesuch Mandatory Conversion Event, the Borrower will have entire Outstanding Principal Amount of this Note and all accrued Interest hereon at the option Interest Rate (the “Mandatory Conversion Amount”) shall automatically, and without any further action on the part of the Holder, convert into that number of shares of fully paid and nonassessable shares of Common Stock as shall be equal to the quotient of dividing the Mandatory Conversion Amount by written notice the Conversion Price set forth in Section 3(a)(ii) below (the “Mandatory Conversion Shares”). Hightimes shall not issue any fraction of a share of Common Stock upon any mandatory conversion under this Section 3(a). If the issuance would result in the issuance of a fraction of a share of Common Stock, Hightimes shall round such fraction of a share of Common Stock up to the nearest whole share. Hightimes shall pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection with the issuance of shares of the Common Stock to the Holder pursuant to this Section 3(a). Within three ("Notice 3) Trading Days after Hightimes gives the Holder notice by facsimile or email transmission that a Mandatory Conversion Event has occurred, Hightimes will provide VStock Transfer Company, its transfer agent, with documentation that the Mandatory Conversion Shares are eligible for such electronic issuance. In the event that Hightimes shall fail to issue and deliver to Holder via “DWAC/FAST” electronic transfer the number of Mandatory Conversion") of compelling Conversion Shares to which the Holder to convert all or is entitled upon the occurrence of a portion of Mandatory Conversion Event, the outstanding and unpaid principal Outstanding Principal Amount of the Note shall increase by $2,000 per day until such time as Hightimes issues and accrued interest, thereon, into Common Stock at delivers a certificate to the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on Holder or credits the first day following a consecutive seven (7) day trading period during which the closing bid price Holder’s balance account with DTC for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice number of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject Shares to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the is entitled upon such Mandatory Conversion DateEvent. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.Hightimes Convertible Note – Sept 2018

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, commencing after until the Actual Effective Maturity Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price as defined in the October 23, 2007 transaction, as adjusted, (the “Conversion Price”) then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a twenty (20) consecutive seven trading days (7“Lookback Period”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more greater than Five Dollars ($3.00 5.00) each such trading day with an average and during which twenty (20) trading days, the daily trading volume of 80,000 as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this NoteNotes. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.2 above2.3 of this Note.

Mandatory Conversion. Provided an At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event of Default has not occurred, then, commencing that occurs after the Actual Effective Redemption Date to the extent any share of Series A-1 Convertible Preferred remains outstanding after the Redemption Date, the Borrower will have unless previously converted at the option by written of Holders in accordance with the provisions hereof, each outstanding share of Series A-1 Convertible Preferred shall, without notice to Holders, convert automatically (the Holder ("Notice of “Mandatory Conversion"”) into (A) a number of compelling shares of Class D Common Stock equal to the Holder to convert all or a portion Issue Price of the outstanding shares of Series A-1 Convertible Preferred so converted plus accrued and unpaid principal of the Note and accrued interest, dividends thereon, into Common Stock at divided by the (B) Conversion Price then in affect ("Mandatory Conversion")effect. The Notice No fractional shares or securities representing fractional shares will be issued upon conversion; in lieu of Mandatory Conversion, which notice must be given fractional shares the Corporation will pay a cash adjustment based upon the Common Stock Value as of the close of business on the first day Business Day preceding the date of the occurrence of such Mandatory Conversion Event. Promptly following a consecutive seven Mandatory Conversion Event, written notice (7the “Mandatory Conversion Notice”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 given by first class mail, postage prepaid, to each day with an average daily trading volume of 80,000 shares. The Holder who is a Holder on the date the Notice of Mandatory Conversion such notice is given is at such Holder’s address as it appears on the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount stock books of the Note which is subject Corporation, provided that no failure to Mandatory Conversion, which amount may not exceed in give such notice or any deficiency therein shall affect the aggregate, validity of the procedures for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Dateas to the Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Mandatory Conversion Notices must be given proportionately Each Holder shall surrender the certificate or certificates representing all shares of Series A-1 Convertible Preferred held by such Holder to all Holders of Notes who received Notes similar the Corporation, duly endorsed (or otherwise in term and tenure proper form for transfer, as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion determined by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20Corporation) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required Corporation shall issue to deliver the such Holder that number of shares of Class D Common Stock issuable pursuant to a Mandatory Conversion Notice which such Holder is entitled, as calculated in the same manner and time period as described in Section 2.2 aboveaccordance with this paragraph.

Mandatory Conversion. Provided that all of the shares of Common Stock issuable upon conversion of the entire outstanding Principal Amount and accrued interest may be transferred by the Holder without restrictive legends, are free-trading stock and not subject to further restrictions on transfer and further provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, commencing after until the Actual Effective Maturity Date, the Borrower will have the one-time option by with a thirty (30) day prior written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, interest into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first business day following a thirty (30) consecutive seven trading days (7“Lookback Period”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more equal to or greater than $3.00 0.24, each such trading day with an and during which Lookback Period, the average daily trading volume of 80,000 as reported by Bloomberg L.P. for the Principal Market is not less than 100,000 shares. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note and interest which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause the Holder to exceed the 4.99% beneficial ownership limitation set forth in Section 2.2 above2.3 of this Note. Failure by the Borrower to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date will be a non-curable Event of Default. The trading volume and closing price set forth above will be equitably adjusted to offset the effect of stock splits, stock dividends and similar events.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing At any time after the Actual Effective Original Issue Date, if the Borrower will have ADSs or Ordinary Shares shall be approved for listing on the option by written Nasdaq Stock Market, the Company shall deliver notice (the “Listing Notice” and the date of such notice, the “Listing Notice Date”) to the Holder of such listing of the ADSs or Ordinary Shares on the Nasdaq Stock Market and shall provide reasonable detail thereof including the date on which such listing for trading of ADSs or Ordinary Shares shall commence on the Nasdaq Stock Market ("the “Listing Date”), which Listing Notice of shall be delivered at least five (5) Trading Days prior to the Listing Date. On the Listing Date, this Debenture shall be automatically converted (the “Mandatory Conversion"”) of compelling into Conversion ADS at the then effective Conversion Price on the Listing Date without regard to the Beneficial Ownership Limitation herein (and the Holder authorizes the Company to convert act as necessary on its behalf in order to implement this Mandatory Conversion); provided, however, that, if the Holder delivers to the Company prior to the Listing Date such Holder’s election (the “Alternative Mandatory Conversion Election”) for conversion of this Debenture in whole or in part into Prefunded Warrants, the Mandatory Conversion hereunder shall be a conversion of this Debenture into Prefunded Warrants to purchase a number of ADSs equal to the number of Conversion ADSs otherwise issuable upon the Mandatory Conversion of this Debenture (such conversion of this Debenture into Prefunded Warrants, the “Alternative Mandatory Conversion”). For purposes of clarity, the Holder has the right to specify in Alternative Mandatory Conversion Election which number of Conversion ADSs hereunder shall be converted into ADSs and Prefunded Warrants, respectively. The Mandatory Conversion hereunder shall not be effective, unless all or a portion of the outstanding Equity Conditions are met (unless waived in writing by the Holder) on the Listing Notice Date and unpaid principal through and including the Listing Date and the actual delivery of all of the Note and accrued interestConversion ADSs to the Holder. For purposes of clarification, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount be subject to all of the Note which is subject to Mandatory Conversionprovisions of Section 4, which amount may not exceed in the aggregateincluding, for all Holders who received Notes similar in term and tenure as this Notewithout limitation, the dollar volume provision requiring payment of Common Stock traded on liquidated damages, and the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Listing Date shall be a deemed the Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a for purposes of Section 4. In connection with an Alternative Mandatory Conversion Notice in to Prefunded Warrants, the same manner Company shall deliver such Prefunded Warrants to the Holder within the earlier of (i) three (3) Trading Days and time period as described in Section 2.2 above(ii) the number of Trading Days comprising the Standard Settlement Period after the Listing Date.

Mandatory Conversion. Provided an At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event of Default has not occurred, then, commencing that occurs after the Actual Effective Redemption Date to the extent any share of Series B Convertible Preferred remains outstanding after the Redemption Date, the Borrower will have unless previously converted at the option by written of Holders in accordance with the provisions hereof, each outstanding share of Series B Convertible Preferred shall, without notice to Holders, convert automatically (the Holder ("Notice of “Mandatory Conversion"”) into (A) a number of compelling shares of Class D Common Stock equal to the Holder to convert all or a portion Issue Price of the outstanding shares of Series B Convertible Preferred so converted plus accrued and unpaid principal of the Note and accrued interest, dividends thereon, into Common Stock at divided by the (B) Conversion Price then in affect ("Mandatory Conversion")effect. The Notice No fractional shares or securities representing fractional shares will be issued upon conversion; in lieu of Mandatory Conversion, which notice must be given fractional shares the Corporation will pay a cash adjustment based upon the Common Stock Value as of the close of business on the first day Business Day preceding the date of the occurrence of such Mandatory Conversion Event. Promptly following a consecutive seven Mandatory Conversion Event, written notice (7the “Mandatory Conversion Notice”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 given by first class mail, postage prepaid, to each day with an average daily trading volume of 80,000 shares. The Holder who is a Holder on the date the Notice of Mandatory Conversion such notice is given is at such Holder’s address as it appears on the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount stock books of the Note which is subject Corporation, provided that no failure to Mandatory Conversion, which amount may not exceed in give such notice or any deficiency therein shall affect the aggregate, validity of the procedures for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Dateas to the Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Mandatory Conversion Notices must be given proportionately Each Holder shall surrender the certificate or certificates representing all shares of Series B Convertible Preferred held by such Holder to all Holders of Notes who received Notes similar the Corporation, duly endorsed (or otherwise in term and tenure proper form for transfer, as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion determined by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20Corporation) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required Corporation shall issue to deliver the such Holder that number of shares of Class D Common Stock issuable pursuant to a Mandatory Conversion Notice which such Holder is entitled, as calculated in the same manner and time period as described in Section 2.2 aboveaccordance with this paragraph.

Mandatory Conversion. Provided an At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event of Default has not occurred, then, commencing that occurs after the Actual Effective Redemption Date to the extent any share of Series E-1 Convertible Preferred remains outstanding after the Redemption Date, the Borrower will have unless previously converted at the option by written of Holders in accordance with the provisions hereof, each outstanding share of Series E-1 Convertible Preferred shall, without notice to Holders, convert automatically (the Holder ("Notice of “Mandatory Conversion"”) into (A) a number of compelling Conversion Shares equal to the Holder to convert all or a portion Issue Price of the outstanding and unpaid principal shares of Series E-1 Convertible Preferred so converted, divided by the Note and accrued interest, thereon, into Common Stock at the (B) Conversion Price then in affect ("Mandatory Conversion")effect. The Notice No fractional shares or securities representing fractional shares will be issued upon conversion; in lieu of Mandatory Conversion, which notice must be given fractional shares the Corporation will pay a cash adjustment based upon the Common Stock Value as of the close of business on the first day Business Day preceding the date of the occurrence of such Mandatory Conversion Event. Promptly following a consecutive seven Mandatory Conversion Event, written notice (7the “Mandatory Conversion Notice”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 given by first class mail, postage prepaid, to each day with an average daily trading volume of 80,000 shares. The Holder who is a Holder on the date the Notice of Mandatory Conversion such notice is given is at such Holder’s address as it appears on the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount stock books of the Note which is subject Corporation, provided that no failure to Mandatory Conversion, which amount may not exceed in give such notice or any deficiency therein shall affect the aggregate, validity of the procedures for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Dateas to the Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Mandatory Conversion Notices must be given proportionately Each Holder shall surrender the certificate or certificates representing all shares of Series E-1 Convertible Preferred held by such Holder to all Holders of Notes who received Notes similar the Corporation, duly endorsed (or otherwise in term and tenure proper form for transfer, as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion determined by the amount Corporation) and the Corporation shall issue to such Holder that number of Note Principal and interest for shares of Class A Common Stock to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Holder had delivered a Notice Corporation within five (5) Business Days of Conversion to the Borrower during the twenty (20) trading days preceding receipt of the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required Notice that it wishes to deliver the receive Class C Common Stock issuable pursuant in accordance with this paragraph, the Corporation shall issue such Holder an equal number of shares of Class C Common Stock to a Mandatory Conversion Notice which such Holder is entitled as calculated in the same manner and time period as described in Section 2.2 aboveaccordance with this paragraph.

Mandatory Conversion. Provided an Event Subject to the limitation set forth in Section 4(d), if (i) all of Default has not occurredthe Equity Conditions are in effect, theneach day during the Threshold Period, commencing and (ii) the closing price for any 20 consecutive Trading Days, which 20 consecutive Trading Day period shall commence six months after the Actual Effective DateOriginal Issue Date (“Threshold Period”), equals or exceeds $0.04 (subject to adjustment for reverse and forward stock splits and the like), Borrower will have may, within two Trading Days after the option by end of any such Threshold Period, deliver a written notice to all Holders (a “Mandatory Conversion Notice” and the Holder date such notice is delivered to all Holders and other Holders, the “Mandatory Conversion Notice Date”) to cause such Holders and Other Holders to convert ("Notice of a “Mandatory Conversion"”) of compelling the Holder to convert all or part of such Notes (as specified in such Mandatory Conversion Notice), plus all accrued but unpaid interest thereon pursuant to Section 4. It is agreed that the “Conversion Date” for purposes of Section 4 in connection with a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Mandatory Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must shall be given deemed to occur on the first day third (3rd) Trading Day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (such third Trading Day, the "“Mandatory Conversion Date." The Notice of ”). Borrower may not deliver a Mandatory Conversion Notice, and any Mandatory Conversion Notice delivered by Borrower shall specify the aggregate principal amount not be effective, unless all of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded Equity Conditions have been met on the Principal Market each Trading Day during the seven (7) trading days immediately preceding applicable Threshold Period and through and including the date that the Conversion Shares issuable pursuant to such Mandatory Conversion Notice are actually delivered to the Holder pursuant to the Mandatory Conversion DateNotice. Any Mandatory Conversion Notices must Notice shall be given proportionately applied ratably to the Holder and all Other Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower based on each such Holder’s initial Note principal, provided that any voluntary conversions by a Holder or Other Holder shall reduce be applied against such Holder’s pro rata allocation, thereby decreasing the aggregate amount of mandatorily convertible hereunder if less than all Note principal and interest subject to a Notice are mandatorily converted. For purposes of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to clarification, a Mandatory Conversion Notice shall be subject to all of the provisions of Section 4, including, without limitation, the provisions requiring payment of liquidated damages and limitations on conversions. A Mandatory Conversion will not be effective in excess of the same manner and time period as described in Section 2.2 aboveBeneficial Ownership Limitation.

Mandatory Conversion. Provided an At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event of Default has not occurred, then, commencing that occurs after the Actual Effective Redemption Date to the extent any share of Series C Convertible Preferred remains outstanding after the Redemption Date, the Borrower will have unless previously converted at the option by written of Holders in accordance with the provisions hereof, each outstanding share of Series C Convertible Preferred shall, without notice to Holders, convert automatically (the Holder ("Notice of “Mandatory Conversion"”) into (A) a number of compelling Conversion Shares equal to the Holder to convert all or a portion Issue Price of the outstanding shares of Series C Convertible Preferred so converted plus accrued and unpaid principal of the Note and accrued interest, dividends thereon, into Common Stock at divided by the (B) Conversion Price then in affect ("Mandatory Conversion")effect. The Notice No fractional shares or securities representing fractional shares will be issued upon conversion; in lieu of Mandatory Conversion, which notice must be given fractional shares the Corporation will pay a cash adjustment based upon the Common Stock Value as of the close of business on the first day Business Day preceding the date of the occurrence of such Mandatory Conversion Event. Promptly following a consecutive seven Mandatory Conversion Event, written notice (7the “Mandatory Conversion Notice”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 given by first class mail, postage prepaid, to each day with an average daily trading volume of 80,000 shares. The Holder who is a Holder on the date the Notice of Mandatory Conversion such notice is given is at such Holder’s address as it appears on the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount stock books of the Note which is subject Corporation, provided that no failure to Mandatory Conversion, which amount may not exceed in give such notice or any deficiency therein shall affect the aggregate, validity of the procedures for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Dateas to the Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Mandatory Conversion Notices must be given proportionately Each Holder shall surrender the certificate or certificates representing all shares of Series C Convertible Preferred held by such Holder to all Holders of Notes who received Notes similar the Corporation, duly endorsed (or otherwise in term and tenure proper form for transfer, as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion determined by the amount Corporation) and the Corporation shall issue to such Holder that number of Note Principal and interest for shares of Class A Common Stock to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Holder had delivered a Notice Corporation within five (5) Business Days of Conversion to the Borrower during the twenty (20) trading days preceding receipt of the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required Notice that it wishes to deliver the receive Class C Common Stock issuable pursuant in accordance with this paragraph, the Corporation shall issue such Holder an equal number of shares of Class C Common Stock to a Mandatory Conversion Notice which such Holder is entitled as calculated in the same manner and time period as described in Section 2.2 aboveaccordance with this paragraph.

Mandatory Conversion. Provided an At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, including a Mandatory Conversion Event of Default has not occurred, then, commencing that occurs after the Actual Effective Redemption Date to the extent any share of Series A-3 Convertible Preferred remains outstanding after the Redemption Date, the Borrower will have unless previously converted at the option by written of Holders in accordance with the provisions hereof, each outstanding share of Series A-3 Convertible Preferred shall, without notice to Holders, convert automatically (the Holder ("Notice of “Mandatory Conversion"”) into (A) a number of compelling Conversion Shares equal to the Holder to convert all or a portion Issue Price of the outstanding shares of Series A-3 Convertible Preferred so converted plus accrued and unpaid principal of the Note and accrued interest, dividends thereon, into Common Stock at divided by the (B) Conversion Price then in affect ("Mandatory Conversion")effect. The Notice No fractional shares or securities representing fractional shares will be issued upon conversion; in lieu of Mandatory Conversion, which notice must be given fractional shares the Corporation will pay a cash adjustment based upon the Common Stock Value as of the close of business on the first day Business Day preceding the date of the occurrence of such Mandatory Conversion Event. Promptly following a consecutive seven Mandatory Conversion Event, written notice (7the “Mandatory Conversion Notice”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 given by first class mail, postage prepaid, to each day with an average daily trading volume of 80,000 shares. The Holder who is a Holder on the date the Notice of Mandatory Conversion such notice is given is at such Holder’s address as it appears on the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount stock books of the Note which is subject Corporation, provided that no failure to Mandatory Conversion, which amount may not exceed in give such notice or any deficiency therein shall affect the aggregate, validity of the procedures for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Dateas to the Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was effected. Mandatory Conversion Notices must be given proportionately Each Holder shall surrender the certificate or certificates representing all shares of Series A-3 Convertible Preferred held by such Holder to all Holders of Notes who received Notes similar the Corporation, duly endorsed (or otherwise in term and tenure proper form for transfer, as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion determined by the amount Corporation) and the Corporation shall issue to such Holder that number of Note Principal and interest for shares of Class A Common Stock to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Holder had delivered a Notice Corporation within five (5) Business Days of Conversion to the Borrower during the twenty (20) trading days preceding receipt of the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required Notice that it wishes to deliver the receive Class C Common Stock issuable pursuant in accordance with this paragraph, the Corporation shall issue such Holder an equal number of shares of Class C Common Stock to a Mandatory Conversion Notice which such Holder is entitled as calculated in the same manner and time period as described in Section 2.2 aboveaccordance with this paragraph.

Mandatory Conversion. Provided an Event Notwithstanding anything to the contrary, express or implied, contained in this Note, at such time as iPower shall complete its initial public offer (“IPO”), and assuming that it raised a minimum of Default $15,000,000 in gross proceeds and has not had its Class A Common Stock listed for trading on the Nasdaq Capital Market within six months of the Issuance Date (a “Qualified IPO”), a “Mandatory Conversion Event” shall be deemed to have occurred, then, commencing after . Upon the Actual Effective Dateoccurrence of such Mandatory Conversion Event, the Borrower will have entire Outstanding Principal Amount of this Note (the option “Mandatory Conversion Amount”) shall automatically, and without any further action on the part of the Holder, convert into that number of shares of fully paid and nonassessable shares of Class A Common Stock as shall be equal to the quotient of dividing the Mandatory Conversion Amount by written notice the Conversion Price set forth in Section 3(a)(i) below (the “Mandatory Conversion Shares”). iPower shall not issue any fraction of a share of Class A Common Stock upon any mandatory conversion under this Section 3(a). If the issuance would result in the issuance of a fraction of a share of Class A Common Stock, iPower shall round such fraction of a share of Class A Common Stock up to the nearest whole share. iPower shall pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection with the issuance of shares of the Class A Common Stock to the Holder pursuant to this Section 3(a). Within five ("Notice 5) Trading Days after iPower gives the Holder notice by facsimile or email transmission that a Mandatory Conversion Event has occurred, iPower will provide VStock Transfer Company, iPower’s transfer agent, with documentation that the Mandatory Conversion Shares are eligible for such electronic issuance. In the event that iPower shall fail to issue and deliver to Holder via “DWAC/FAST” electronic transfer the number of Mandatory Conversion") of compelling Conversion Shares to which the Holder to convert all or is entitled upon the occurrence of a portion of Mandatory Conversion Event, the outstanding and unpaid principal Outstanding Principal Amount of the Note shall increase by $500 per day until such time as iPower issues and accrued interest, thereon, into Common Stock at delivers a certificate to the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on Holder or credit the first day following a consecutive seven (7) day trading period during which the closing bid price Holder's balance account with DTC for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice number of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject Shares to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the is entitled upon such Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 aboveEvent.

Mandatory Conversion. Provided an Event of Default has not occurred(a) Subject to this Section 7 and the conversion procedures set forth in Section 8, then, commencing at any time on or after the Actual Effective third anniversary of the Original Issuance Date, the Borrower will have Company may elect, upon the option approval of a majority of the independent and disinterested directors of the Board, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock by written notice delivery to the Holder ("Holders of a Notice of Mandatory Conversion"Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect for the thirty ("Mandatory Conversion"). The 30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which notice must election shall be given on irrevocable (the first day following election to convert shares of Series A Preferred Stock pursuant to this Section 7, a consecutive seven (7) day trading period during “Mandatory Conversion,” and the date upon which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is occurs, the "“Mandatory Conversion Date." The Notice ”)). In the case of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to a Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock traded on equal to the Principal Market during quotient of (A) the seven Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion Date, divided by (7B) trading days immediately preceding the Conversion Price as of the applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date. , then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term Conversion, and tenure as this Note. The Borrower shall reduce (y) the amount of Note principal and interest subject to such Dividend, if a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall Preferred Dividend, will not be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice included in the same manner and time period as described Liquidation Preference referred to in Section 2.2 clause (A) above.

Mandatory Conversion. Provided an Event of Default has not occurredIf, then, commencing at any time from and after the Actual Effective Date (as defined in the Purchase Agreement) (the “Mandatory Conversion Eligibility Date”), (i) the Borrower will Weighted Average Price of the Common Stock equals or exceeds $2.50 per share for each of any twenty (20) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the “Mandatory Conversion Measuring Period”) and (ii) the average daily trading volume over the Mandatory Conversion Measuring Period is at least $250,000, then the Corporation shall have the option by written notice right to require the Holder ("Notice of Mandatory Conversion") of compelling the Holder Holders to convert any or all or a portion of the outstanding their shares of Series E Preferred Stock Price into fully paid and unpaid principal non-assessable shares of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect Rate ("a “Mandatory Conversion"”). The Corporation may exercise its right to require conversion under this Section 7(b) on one occasion by delivering within not more than five (5) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all Holders of shares of Series E Preferred Stock and the Transfer Agent (the “Mandatory Conversion Notice,” and the date all the Holders received such notice by facsimile is referred to as the “Mandatory Conversion Notice of Date”). The Mandatory ConversionConversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with Section 7(a), which notice must Trading Day shall be given at least twenty (20) Business Days but not more than sixty (60) Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (ii) the number of shares of Series E Preferred Stock of such Holder subject to the Mandatory Conversion (iii) the aggregate number of shares of Series E Preferred Stock subject to Mandatory Conversion from all of the Holders pursuant to this Section 7 and (iv) the number of shares of Common Stock to be issued to such Holder on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

Mandatory Conversion. Provided an Event Subject to the limitation set forth in Section 4(d), if (i) all of Default has not occurredthe Equity Conditions are in effect, theneach day during the Threshold Period, commencing and (ii) the VWAP of the Ordinary Shares for any 10 consecutive Trading Days, which 10 consecutive Trading Day period shall commence six months after the Actual Effective DateOriginal Issue Date (“Threshold Period”), equals or exceeds 250% of the then in effect Conversion Price (subject to adjustment for reverse and forward stock splits and the like), the Borrower will have the option by Company may deliver a written notice to all Holders and Subsequent Purchasers (as defined in the Holder Purchase Agreement) ("a “Mandatory Conversion Notice” and the date such notice is delivered to all Holders and Subsequent Purchasers, the “Mandatory Conversion Notice of Date”) to cause such Holders and Other Holders to convert (a “Mandatory Conversion"”) of compelling the Holder up to convert all or a portion part of the outstanding such Notes and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the debt instruments held by Subsequent Purchasers (as specified in such Mandatory Conversion Price then in affect ("Mandatory Conversion"Notice). The It is agreed that the “Conversion Date” for purposes of Section 4 in connection with a Mandatory Conversion Notice of Mandatory Conversion, which notice must shall be given deemed to occur on the first day third (3rd) Trading Day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (such third Trading Day, the "“Mandatory Conversion Date." The Notice of ”). Borrower may not deliver a Mandatory Conversion Notice, and any Mandatory Conversion Notice delivered by Borrower shall specify the aggregate principal amount not be effective, unless all of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded Equity Conditions have been met on the Principal Market each Trading Day during the seven (7) trading days immediately preceding applicable Threshold Period and through and including the date that the Conversion Shares issuable pursuant to such Mandatory Conversion Notice are actually delivered to the Holder pursuant to the Mandatory Conversion DateNotice. Any Mandatory Conversion Notices must Notice shall be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion applied ratably to the Borrower Holder, all Other Holders and Subsequent Purchasers based on each such Holder’s and Other Holders and Subsequent Purchasers initial Note and debt principal, provided that any voluntary conversions by a Holder or other Holder during the twenty (20) trading days preceding Threshold Period through the Mandatory Conversion Date. Each Mandatory Conversion Date shall be applied against such Holder’s pro rata allocation, thereby decreasing the aggregate amount mandatorily convertible hereunder. For purposes of clarification, a deemed Mandatory Conversion Date shall be subject to all of the provisions of Section 4, including, without limitation, the provisions requiring payment of liquidated damages and the Borrower will be required to deliver the Common Stock limitations on conversions. The maximum amount of all Conversion Shares issuable pursuant to in connection with a Mandatory Conversion Notice for all Mandatory Conversion Notices deliverable to Holders, Other Holders and Subsequent Purchasers may not exceed twenty five percent (25%) of the trading volume component of the VWAP for the applicable Threshold Period. A Mandatory Conversion Notice may not be given sooner than ten (10) Trading Days after the preceding Mandatory Conversion Date. A Mandatory Conversion will not be effective in excess of the same manner and time period as described in Beneficial Ownership Limitation under Section 2.2 above4(d).

Mandatory Conversion. Provided an Event of Default has not occurredNotwithstanding anything herein to the contrary, then, commencing after beginning on the Actual Effective Commencement Date, the Borrower will have the option by Corporation may, within 5 Trading Days thereof deliver a written notice to the Holder ("a “Mandatory Conversion Notice” and the date such notice is delivered to the Holder, the “Mandatory Conversion Notice of Mandatory Conversion"Date”) of compelling to cause the Holder to convert all or a portion part of the then outstanding and principal amount of this Note plus accrued but unpaid principal of the Note and accrued interest, thereon, into Common Stock at liquidated damages and other amounts owing to the Conversion Price then in affect Holder under this Note ("“Mandatory Conversion"”). The Notice , it being agreed that the “Conversion Date” for purposes of Mandatory Conversion, which notice must Section 4 shall be given deemed to occur on the first day third Trading Day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (such third Trading Day, the "“Mandatory Conversion Date." The Notice of ”). Any Mandatory Conversion will be done on a pro rata basis on all Notes then outstanding. The Corporation may not deliver a Mandatory Conversion Notice, and any Mandatory Conversion Notice delivered by the Corporation shall specify the aggregate principal amount not be effective, unless all of the Note which is subject to Mandatory Conversion, which amount may not exceed Equity Conditions are met (unless waived in writing by the aggregate, for all Holders who received Notes similar in term and tenure as this Noteapplicable Holder) during 20 of the 30 Trading Days preceding Commencement Date; further, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to Corporation may only issue a Mandatory Conversion Notice in to any one Holder to the same manner and time period as described in Section 2.2 aboveextent that such Holder’s beneficial ownership of the Common Stock would not exceed 9.99% of the number of shares of Common Stock outstanding immediately following the Mandatory Conversion. Any Mandatory Conversion shall, subject to the preceding sentence, be applied ratably to all Holders based on their initial acquisitions of Notes pursuant to the Exchange Agreement, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount mandatorily converted hereunder if only a portion of this Note is mandatorily converted.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a twenty (20) consecutive seven trading days (7“Lookback Period”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more greater than 450% of the Conversion Price on each such trading day and with a daily trading dollar volume amount of not less than $3.00 each day with an average daily trading volume of 80,000 shares200,000. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this NoteOther Holders of Other Notes. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above2.1 above and the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 3.2 of this Note. A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback Period and through the Mandatory Conversion Date.

Mandatory Conversion. Provided an Event of Default has not occurred, then, then commencing after the Actual Effective Date, the Borrower Company will have the option by written notice to the Holder Subscriber ("Notice of Mandatory Conversion") of compelling the Holder Subscriber to convert all or a portion of the outstanding and unpaid principal of the Note Notes and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following a consecutive seven (7) day trading period ("Lookback Period") during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be is more than $3.00 each day with an average daily trading and the volume of during the Lookback Period is at least 80,000 sharesShares each day. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received receive Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement described in Section 11.1 (iv) has been effective for the unrestricted public resale of Shares and Warrant Shares each day during the Lookback Period. The Borrower Company shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder Subscriber had delivered a Notice of Conversion to the Borrower Company during the twenty seven (207) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 aboveof the Note.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, commencing after until the Actual Effective Maturity Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Fixed Conversion Price Price, as adjusted, then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a twenty (20) consecutive seven trading days (7“Lookback Period”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more greater than Five Dollars ($3.00 5.00) each such trading day with an average and during which twenty (20) trading days, the daily trading volume of 80,000 as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this NoteNotes. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.2 above2.3 of this Note.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing after Until the Actual Effective Maturity Date, the Borrower will have the option exercisable from time to time but not more than one time each thirty (30) days by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice if given, must be given on the first business day following a twenty (20) consecutive seven trading days (7“Lookback Period”) day trading period during which on each such trading day (i) the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more was equal to or greater than two hundred and fifty percent (250%) of the Conversion Price (“Target Price”), (ii) the Aggregate Dollar Volume (as defined below) is not less than Fifty Thousand Dollars ($3.00 each day 50,000), (iii) the Registration Statement described in Section 11.1(i) of the Subscription Agreement was effective and includes therein as registered for public offer and sale, all of the Registrable Securities, without giving effect to any Registration Cutback, (iv) an Event of Default or an event which with the passage of time or the giving of notice could become an average daily Event of Default, had not occurred, and (v) the Common Stock was listed for trading volume of 80,000 sharesor quotation on the NYSE AMEX Equities, NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the FINRA OTC Bulletin Board or OTCQB. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount . The aggregate Principal Amount subject to Mandatory Conversion may not exceed fifty percent (50%) of the initial Principal Amount of this Note unless the Target Price is five hundred percent (500%) of the Conversion Price, in the aggregate, for all Holders who received Notes similar in term and tenure as this Notewhich case, the dollar volume of Common Stock traded on Borrower may redeem the entire Principal Market during the seven (7) trading days immediately preceding Amount, subject to the Mandatory Conversion Dateprovisions described herein. Any Mandatory Conversion Notices hereunder shall be made and taken pari passu with respect to this Note and the Other Notes, except that the Borrower must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note the principal and interest subject to a Notice of Mandatory Conversion with respect to the Holder and/or any Other Holders, as the case may be, (a) to the extent necessary in order to comply with the conversion limitations applicable to such Holder or Other Holder, as the case may be, pursuant to Section 2.3 of this Note and the Other Notes, and (b) by the amount of Note Principal principal and interest for which a respective Holder or Other Holder, as the Holder case may be, had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause the Holder to exceed the beneficial ownership limitation set forth in Section 2.2 above2.3 of this Note. In the event Borrower fails to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date, then (i) at the Holder’s election, such Notice of Mandatory Conversion will be null and void or Holder may enforce the Notice of Mandatory Conversion, and (ii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. A Notice of Mandatory Conversion may be cancelled at the option of the Holder, if at any time prior to the actual delivery of the shares issuable upon such Mandatory Conversion an Event of Default, or an event which with the passage of time or giving of notice would become an Event of Default (whether or not such Event of Default has been cured), occurs. A Notice of Mandatory Conversion may not be rescinded without the consent of the Holder. “Aggregate Dollar Volume” shall mean the volume weighted average price of the Common Stock for the Common Stock during the calculation period multiplied by the number of shares traded during the calculation period as reported by Bloomberg, LP for the Principal Market.

Mandatory Conversion. Provided that all of the shares of Common Stock issuable upon conversion of the entire outstanding Principal Amount and accrued interest may be transferred by the Holder without restrictive legends, are free-trading stock and not subject to further restrictions on transfer and further provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, commencing after until the Actual Effective Maturity Date, the Borrower will have the one-time option by with a thirty (30) day prior written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, interest into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first business day following a thirty (30) consecutive seven trading days (7“Lookback Period”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more equal to or greater than $3.00 0.12, each such trading day with an and during which Lookback Period, the average daily trading volume of 80,000 as reported by Bloomberg L.P. for the Principal Market is not less than 500,000 shares. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note and interest which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause the Holder to exceed the 4.99% beneficial ownership limitation set forth in Section 2.2 above2.3 of this Note. Failure by the Borrower to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date will be a non-curable Event of Default. The trading volume and closing price set forth above will be equitably adjusted to offset the effect of stock splits, stock dividends and similar events.

Mandatory Conversion. Provided an Event (a) An amount of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice Notes equal to the Holder product of ("Notice of Mandatory Conversion"i) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of Notes outstanding on the Note Issue Date multiplied by (ii) the quotient (rounded down to the nearest 1/100th) of (x) the number of days during the First Mandatory Conversion Observation Period on which is the Daily VWAP exceeds the Threshold Price divided by (y) 25, rounded down to the nearest $1,000 principal amount of Notes, shall be mandatorily converted (“First Mandatory Conversion”) into an amount of Common Stock per $1,000 principal amount of Notes equal to the First Mandatory Conversion Share Amount (plus cash in lieu of any fractional share of Common Stock issuable upon conversion payable pursuant to Section 14.02(i)), which Common Stock (and cash in lieu of any fractional share of Common Stock, if any) shall be delivered on the third Business Day immediately following the last VWAP Trading Day of the First Mandatory Conversion Observation Period (such date, the “First Share Settlement Date”). Cash equal to accrued but unpaid interest, including without limitation any Special Additional Interest, with respect to the Notes being converted pursuant to the First Mandatory Conversion accrued from April 1, 2016 to but excluding the Conversion Date shall also be payable on the First Share Settlement Date. The Company shall deliver to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the open of business on the second Business Day immediately following the First Mandatory Conversion Observation Period a notice (the “First Mandatory Conversion Notice”), which notice shall state (A) the date of the First Share Settlement Date, (B) the amount of the Notes that are subject to the First Mandatory Conversion, which (C) the First Mandatory Conversion Share Amount (plus the amount may not exceed of cash in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume lieu of any fractional share of Common Stock traded on the Principal Market during the seven issuable upon conversion payable pursuant to Section 14.02(i)) and (7D) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest accrued but unpaid (including without limitation any Special Additional Interest) to, but excluding, the Conversion Date with respect to the Notes that are subject to a Notice of the First Mandatory Conversion. The Conversion Agent will select the Notes mandatorily converted pursuant to the First Mandatory Conversion pro rata, by lot or by any other method the amount of Note Principal Conversion Agent in its sole discretion deems fair and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty appropriate (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice or, in the same case of Notes represented by Global Notes, in such manner and time period as described the Depositary may require), in Section 2.2 abovedenominations of $1,000 or an integral multiple of $1,000 thereof.

Mandatory Conversion. Provided an Event of Default has (or an event that with the passage of time or the giving of notice could become an Event of Default) is not occurredcontinuing or was not extant during the prior twenty business days, then, then commencing after the Actual Effective DateDate (as defined in Section 11.1(iv) of the Subscription Agreement), the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Fixed Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory ConversionConversion may only be given, which notice must be given if at all, on the first business day following a consecutive seven twenty (720) day trading period ("Mandatory Conversion Lookback Period") during which the closing bid price for the CompanyBorrower's Common Stock as reported by Bloomberg, LP for the Principal Market shall be is more than $3.00 300% of the VWAP for the ten (10) trading days preceding the Closing Date each day with an average daily trading volume of 80,000 sharesduring the Mandatory Conversion Lookback Period. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term terms and tenure as this Note. The maximum aggregate amount for all Notices of Mandatory Conversion that may be given for each Mandatory Conversion Date may not exceed 25% of the daily trading volume for the seven (7) trading days preceding the Mandatory Conversion Date multiplied by the volume weighted average prices ("VWAP") as reported by Bloomberg L.P. for the Principal Market for such seven day trading period. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Mandatory Conversion Lookback Period. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. The amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.4 of this Note. A further Mandatory Conversion Notice may not be given until thirty (30) calendar days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above2.1 herein.

Mandatory Conversion. Provided If the Company completes an Event initial public offering of Default has not occurredits Common Stock, then, commencing at any time after 180 days after the Actual Effective Dateeffective date of the registration statement covering such offering filed under the Securities Act of 1933, as amended (the "1933 Act"), the Borrower will have Company has the option by written notice right to require holders of the Holder ("Notice of Mandatory Conversion") of compelling the Holder Securities to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, their Securities into Common Stock at the then current Conversion Price then Price. Such right may be exercised by the Company only if (i) the Common Stock has traded for 20 of 30 consecutive trading days on any national securities exchange or on the NASDAQ System at a closing price equal to or greater than $6.50 per share, and (ii) if the shares of Common Stock issuable upon conversion of the Securities can be resold by the Holders pursuant to Rule 144 adopted under the 1933 Act, or if Rule 144 is not available, the Company has in affect ("Mandatory Conversion")place an effective registration statement under the 1933 Act covering the resale by the Holders of the Common Stock issuable upon conversion of the Securities. The Notice mandatory conversion will be automatically effective as of Mandatory Conversion, which notice must be given on the first day following a consecutive seven date (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount ") specified in a written notice sent to all Holders of the Note which is subject to Mandatory ConversionSecurities regardless of whether the Securities have been surrendered for conversion. No interest will accrue on, which amount may not exceed in nor will the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding Securities be transferable after the Mandatory Conversion Date. Mandatory Conversion Notices must Upon mandatory conversion, payment will be given proportionately made for accrued interest on the Securities to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower No fractional shares will be required to deliver issued upon conversion but a cash adjustment will be made for any fractional interest as provided in Section 4.03. No adjustment will be made for dividends or distributions on shares of Common Stock issued upon mandatory conversion of the Securities. In the event of mandatory conversion, certificates for the shares of Common Stock issuable pursuant upon the conversion will not be delivered to a Mandatory Conversion Notice in any Holders of the same manner and time period as described in Section 2.2 aboveSecurities until the Securities owned by such Holder have been surrendered to the Trustee.

Mandatory Conversion. Provided an Event of Default has is not occurredcontinuing or was not extant during the prior twenty business days, then, then commencing after the Actual Effective DateDate (as defined in the Subscription Agreement), the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Fixed Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following a consecutive seven ten (710) day trading period (“Lookback Period”) during which the closing bid price for the Company's Borrower’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be is more than $3.00 0.60 each day with an average daily trading volume of 80,000 sharesduring the Lookback Period. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term terms and tenure as this Note. The maximum aggregate amount for all Notices of Mandatory Conversion that may be given for each Mandatory Conversion Date may not exceed 35% of the daily trading volume for the seven (7) trading days preceding the Mandatory Conversion Date multiplied by the volume weighted average price of the Common Stock as reported by Bloomberg L.P. for the Principal Market using the AQR function for such seven day trading period. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Lookback Period. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. The amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion Notice may not be given until twenty (20) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 2.1 above.

Mandatory Conversion. Provided an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven ten (710) day trading period during which the closing bid price for the Company's ’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 2.50 each day with an average daily trading volume of 80,000 sharesday. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

Mandatory Conversion. Provided an Event Immediately prior to consummation of Default has not occurred, then, commencing after the Actual Effective DateInitial Public Offering, the Borrower will have entire then outstanding Principal Amount of this Convertible Note shall be automatically converted (the option by written notice to the Holder ("Notice of Mandatory Conversion" and, together with any Optional Conversion, a "Conversion") into a number of compelling Shares (the Holder "Mandatory Conversion Shares" and, together with the Optional Conversion Shares, "Conversion Shares") equal to convert all or a portion the then outstanding Principal Amount divided by the Conversion Price. The Mandatory Conversion shall be effected by Obligor applying the entire then outstanding Principal Amount of this Convertible Note in full payment of the outstanding and unpaid principal Mandatory Conversion Shares to be issued in consequence of the Note conversion and accrued interestthat application shall discharge Obligor from all liability in respect of the entire then outstanding Principal Amount of this Convertible Note. As promptly as practicable, thereon, into Common Stock at the Conversion Price then but in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive no event later than seven (7) day trading period during which Business Days, after a Mandatory Conversion, Obligor, at its expense, shall cause (i) the closing bid price Mandatory Conversion Notice presented by Holder to Obligor, and any other documents necessary for such Mandatory Conversion to be effected, to be stamped by the Companyoffice of the Inland Revenue Department and as appropriate under the laws of the Cayman Islands, (ii) Holder's Common Stock as reported by Bloomberg, LP for name to be entered in the register of the members of Obligor in respect of the Mandatory Conversion Shares and (iii) to be paid to Holder all accrued and unpaid interest through and including the date of the Mandatory Conversion on that portion of the Principal Market shall be more than $3.00 each day with an average daily trading volume Amount subject to such Mandatory Conversion. Notwithstanding any provision of 80,000 shares. The date this Convertible Note to the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of contrary, no Mandatory Conversion shall specify be deemed to have occurred unless and until Obligor shall have complied with the aggregate principal amount obligations set forth in the immediately preceding sentence, whereupon such Mandatory Conversion shall be deemed to have been effective as of the Note which is subject date of the Initial Public Offering; provided, however, that no failure by Obligor to Mandatory Conversion, which amount may not exceed in so comply with such obligations shall prohibit Holder from exercising its rights as the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume holder of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 aboveShares.

Mandatory Conversion. Provided an Event of Default has (or an event that with the passage of time or the giving of notice could become an Event of Default) is not occurredcontinuing or was not extant during the prior twenty business days, then, then commencing after the Actual Effective DateDate (as defined in Section 11.1(iv) of the Subscription Agreement), the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Fixed Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following a consecutive seven twenty (720) day trading period (“Mandatory Conversion Lookback Period”) during which the closing bid price for the Company's Borrower’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be is more than $3.00 0.65 each day with an average during the Mandatory Conversion Lookback Period and there is a minimum daily trading volume of 80,000 shares$75,000 during the Mandatory Conversion Lookback Period. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term terms and tenure as this Note. The maximum aggregate amount for all Notices of Mandatory Conversion that may be given for each Mandatory Conversion Date may not exceed 25% of the daily trading volume for the seven (7) trading days preceding the Mandatory Conversion Date multiplied by the volume weighted average prices (“VWAP”) as reported by Bloomberg L.P. for the Principal Market for such seven day trading period. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Mandatory Conversion Lookback Period. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. The amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.4 of this Note. A further Mandatory Conversion Notice may not be given until twenty (20) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above2.1 herein.

Mandatory Conversion. Provided an Event On the Mandatory Conversion Date (as defined below), this Note shall automatically and without any action on the part of Default has not occurredthe Holder, then, commencing after the Actual Effective Date, the Borrower will have the option convert into such number of fully paid and non-assessable shares of Common Stock as is determined by written notice to the Holder dividing ("Notice of Mandatory Conversion"x) of compelling the Holder to convert all or a that portion of the outstanding and principal balance plus any accrued but unpaid principal interest under this Note as of the Note and accrued interest, thereon, into Common Stock at Mandatory Conversion Date by (y) the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given effect on the first day following a consecutive seven (7) day trading period during which Mandatory Conversion Date, provided, however, that the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market Conversion Price shall be more than $3.00 each day with an average daily trading volume of 80,000 sharessubject to adjustment as described in Section 3.6 below. The date the Notice of Mandatory Conversion is given is the As used herein, "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify be the aggregate principal amount first date that the Closing Bid Price (as defined below) of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven exceeds $1.25 (7as adjusted for stock splits, stock dividends, combinations and similar transactions) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) consecutive trading days preceding the days. The Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required Voluntary Conversion Date collectively are referred to deliver in this Note as the "Conversion Date". Notwithstanding the foregoing to the contrary, the Note shall automatically convert pursuant to this Section 3.1(b) only if (1) the Registration Statement is effective and has been effective, without lapse or suspension of any kind, for such twenty (20) consecutive trading day period, (2) trading in the Common Stock issuable pursuant to a Mandatory Conversion Notice shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), and (3) the Maker is in material compliance with the same manner terms and time period as described in Section 2.2 aboveconditions of this Note and the other Transaction Documents. The term "Closing Bid Price" shall mean, on any particular date (i) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the last closing bid price on such exchange or quotation system on the date nearest preceding such date.

Mandatory Conversion. Provided Unless an Event of Default (or an event that -------------------- with the passage of time or the giving of notice could become an Event of Default (as such term is defined in the Notes)) has occurred and has not occurredbeen timely cured, then, then commencing after the Actual Effective Dateeffective date of a registration statement contemplated by Section 11.1 hereof, the Borrower Company will have the option by written notice to the Holder such Subscribers ("Notice of Mandatory Conversion") of compelling the Holder such Subscribers to convert part or all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, their Notes into Common Stock Shares at the Conversion Price then in affect effect ("Mandatory Conversion"). The Notice of Mandatory ConversionConversion may only be given, which notice must be given on if at all, within five (5) business days after the first day following a consecutive seven (7) day trading period during which Company has received the closing bid price for net proceeds from an underwritten public offering of the Company's Common Stock as reported by Bloomberg, LP for equity securities in the Principal Market shall be more gross amount of not less than $3.00 each day with an average daily trading volume 30,000,000 at a per share equivalent price of 80,000 sharesnot less than the Conversion Price in effect on the final closing of such public offering ("Mandatory Conversion Conditions" and such public offering being the "Qualified Offering"). The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note Notes which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders Subscribers of Notes who received Notes similar in term and tenure as this NoteNotes. The Borrower shall reduce the amount of Note principal and interest subject to a A Notice of Mandatory Conversion by may not be given unless a registration statement (as contemplated in Section 11.1 of this Agreement) is effective for the amount unrestricted public resale of Note Principal and interest the Securities for which the Holder had delivered a Notice each of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Subscriber. The amount of Note principal included in a Notice of Mandatory Conversion shall be reduced to an amount that would not cause a Subscriber to exceed the limitation described in Section 7.3 of this Agreement. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock Shares issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above7.1(b) of this Agreement.

Mandatory Conversion. Provided an Event of Default has not occurred, then, then commencing after the Actual later of both the Approval Date and Effective Date and ending ten (10) days after the later of the Approval Date and Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion up to 100% of the outstanding and unpaid principal of the Note Notes and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received receive Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement described in Section 11.1 (iv) of the Subscription Agreement is effective for the unrestricted public resale of Shares and Warrant Shares. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty seven (207) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 aboveof the Note.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will The Company shall have the option by written notice right to require the Investor to convert all, or any portion, of the Conversion Amount then remaining under its Existing Series A Note, provided there has been no Equity Conditions Failure (as defined below), into fully paid, validly issued and nonassessable shares of Common Stock in accordance with this Section 2 at the Mandatory Conversion Rate (as defined below) as of the Mandatory Conversion Date (as defined below) with respect to the Holder Conversion Amount ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Company may exercise its right to require conversion under this Section 2 by delivering a written notice thereof by facsimile and overnight courier the Investor (the "Mandatory Conversion Notice" and the date the Investor receives such notice by facsimile is referred to as the "Mandatory Conversion Notice of Date"). The Mandatory ConversionConversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with this Section 2, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market Trading Day shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date at least five (5) Trading Days following the Notice of Mandatory Conversion is given is Notice Date (the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify "), (ii) the aggregate principal amount Conversion Amount of the Existing Series A Note which is subject to Mandatory Conversionmandatory conversion from the Investor, which amount may not exceed in (iii) the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume number of shares of Common Stock traded to be issued to the Investor on the Principal Market during Mandatory Conversion Date (the seven “Mandatory Conversion Shares”) and (7iv) trading days immediately preceding that there has been no Equity Conditions Failure. Contemporaneously with the issuance of the Mandatory Conversion Shares to the Investor on the applicable Mandatory Conversion Date, the Company shall deliver to the Investor a certificate (the "Mandatory Conversion Certification") signed by the Chief Financial Officer of the Company certifying that since the Mandatory Conversion Notice Date, there has been no Equity Conditions Failure; provided, that to the extent the Company is unable to deliver the foregoing Mandatory Conversion Certification (a "Mandatory Conversion Conditions Failure"), such Mandatory Conversion Certification shall instead state that the conditions have not been met and that such Mandatory Conversion Notice is revoked and null and void; provided, further, that a failure by the Company to deliver a Mandatory Conversion Certification to the Investor shall be deemed to be a Mandatory Conversion Conditions Failure (unless waived by the Investor). All Conversion Amounts converted by the Investor after the Mandatory Conversion Notice Date shall reduce the Conversion Amount of the Investor’s Existing Series A Note required to be converted on the Mandatory Conversion Date. The mechanics of conversion set forth in Section 3(c) of the Investor’s Existing Series A Note shall apply to any Mandatory Conversion Notices must be given proportionately to all Holders of Notes who as if the Company and the Transfer Agent had received Notes similar in term and tenure as this Note. The Borrower shall reduce from the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding Investor on the Mandatory Conversion Date. Each Mandatory Date a Conversion Date shall be a deemed Notice with respect to the Conversion Date and the Borrower will be required to deliver the Common Stock issuable Amount being converted pursuant to a the Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 aboveConversion.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing Commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note amount, and accrued interest, thereon, of this Note into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice Conversion must be given on the first day given, if at all, within thirty (30) days following a any consecutive seven ten (710) day trading period (the “Lookback Period”) during which the closing bid price or last sale price, as the case may be, for the Company's Borrower’s Common Stock as reported by Bloomberg, LP for the principal market on which the shares of Common Stock are then traded (the “Principal Market shall be Market”) is more than $3.00 150% of the Conversion Price each day with an during the Lookback Period and there is not less than reported average daily trading volume of 80,000 shares1,000,000 shares of Common Stock during the Lookback Period. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received hold Notes similar in term terms and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a A Notice of Mandatory Conversion by may not be given unless the Registration Statement has been effective for the unrestricted public resale of the Registrable Securities each day during the Lookback Period and for the three trading days thereafter. Notices of Mandatory Conversion may not be given in connection with the aggregate amount of Note Common Stock that would exceed 25% of the aggregate volume of Common Stock traded on the Principal and interest Market as reported by Bloomberg L.P. for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty fifteen (2015) trading days preceding the Mandatory Conversion Date, or 20% of the initial principal amount of this Note. The amount of Note principal included in a Mandatory Conversion Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion Notice may not be given until thirty (30) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Deemed Conversion Date (as hereinafter defined) and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 2.1 above. In the event the Borrower fails to deliver the Common Stock in the same manner and time period as described in Section 2.1 above, then such Notice of Conversion will be null and void. A Notice of Conversion must be given to all Holders of Notes similar to this Note, in proportion to the amount of Note Principal held by all Holders of such Notes. Except as described in this Section 2.4, the Note may not be paid prior to the Maturity Date without the consent of the Holder.

Mandatory Conversion. Provided an Event At the close of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion business on third anniversary of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect closing date ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice "), all outstanding shares of Mandatory Conversion Series A Preferred Stock shall specify the aggregate principal amount automatically convert into 10% of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term issued and tenure as this Note, the dollar volume outstanding shares of Common Stock traded of the Corporation on a fully diluted basis (as such shares may be constituted on the Principal Market during Mandatory Conversion Date) such number of Common Stock as shall require to be given for each Series A Preferred Stock so as to convert the seven latter into 10% of the Common Stock at the date of issue, subject to adjustments as provided for herein, being the conversion rate (7as adjusted from time to time pursuant hereto, the "Conversion Rate"). The Corporation shall provide notice of the conversion of the shares of Series A Preferred Stock to holders of record of the shares of Series A Preferred Stock not less than thirty (30) trading nor more than sixty (60) days immediately preceding prior to the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding conversion shall state the Mandatory Conversion Date; the then effective Conversion Rate; and the place or places where certificates for such shares of Series A Preferred Stock are to be surrendered for conversion. Each Any such notice shall be provided by fax and mail, sent to all the holders of record of the shares of Series A Preferred Stock at each such holder's address as it appears on the stock register of the Corporation, first class postage prepaid; provided, however, that failure to give such notice or any defect therein will not affect the validity of the proceeding for conversion of all outstanding shares of Series A Preferred Stock. The holder of a share or shares of Series A Preferred Stock shall deliver to the Corporation on or prior to the Mandatory Conversion Date during regular business hours, at such place as may have been designated by the Corporation, the certificate or certificates for the shares to be converted, duly endorsed or assigned in blank or to the Corporation (if required by it), accompanied by written notice stating the name or names (with address) in which the certificate or certificates for Common Stock are to be issued. Conversion shall be a deemed to have been effected on the Mandatory Conversion Date notwithstanding the date on which such certificate or certificates are actually received by the Corporation. As promptly as practicable after the Mandatory Conversion Date, the Corporation shall issue and deliver to or upon the Borrower will be required to deliver written order of such holder, a certificate or certificates for the number of full shares of Common Stock issuable pursuant to which such holder is entitled and such adjustment in respect of any fraction of a share as provided in subparagraph (d) below. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of Common Stock of record on the Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 aboveDate.

Mandatory Conversion. Provided Unless an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default, has occurred and has not occurredbeen timely cured, then, then commencing after the Actual Effective DateDate (as defined in Section 11.1(iv) of the Subscription Agreement), the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert part or all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory ConversionConversion may only be given, which notice must be given if at all, within five (5) business days after the Borrower has received the net proceeds from an underwritten public offering of the Borrower's equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the first day following a consecutive seven final closing of such public offering (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares"Mandatory Conversion Conditions"). The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term terms and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a A Notice of Mandatory Conversion by may not be given unless the amount Registration Statement (as defined in the Subscription Agreement) is effective for the unrestricted public resale of Note Principal and interest the Registrable Securities (as defined in the Subscription Agreement) for which the Holder had delivered a Notice each of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Holder. Each The amount of Note principal included in a Mandatory Conversion Date Redemption Notice shall be a deemed Conversion Date and reduced to an amount that would not cause the Borrower will be required Holder to deliver exceed the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as limitation described in Section 2.2 above.2.4

Mandatory Conversion. Provided an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default) has not occurred, then, commencing after the date the Registration Statement described in Section 11.1(iv) hereof has been declared effective ("Actual Effective Date"), the Borrower Company will have the option by written notice to the Holder Subscriber ("Notice of Mandatory Conversion") of compelling the Holder Subscriber to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect effect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following a consecutive seven ten (710) day trading period ("Lookback Period") during which the closing bid price for the Company's Common Stock Stock, as reported by Bloomberg, LP for the Principal Market shall be Market, is more than $3.00 0.50 each day with an average daily trading volume of 80,000 sharesduring the Lookback Period. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which that is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders Subscribers of Notes who received Notes similar in term terms and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement has been effective for the unrestricted public resale of the Registrable Securities each day during the Lookback Period. The Borrower shall reduce the amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Subscriber to exceed the limitations described in Section 2.3 of the Note and interest subject to a Notice the sale limitations secribed in section 4(p) of this agreement. A further Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the may not be given until twenty (20) trading days have elapsed from the preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above2.1 of the Note.

Mandatory Conversion. Provided an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven ten (710) day trading period during which the closing bid price for the Company's ’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 2.50 each day with an and the daily average daily trading volume of 80,000 is not less than 100,000 shares. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower and the Holder will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in comply with Section 2.2 2.1 above.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured not less than twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a thirty (30) consecutive seven trading days (7“Lookback Period”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more greater than two hundred percent (200%) of the Conversion Price each such trading day and during which thirty (30) trading days, the average price/volume (i.e. shares traded multiplied by trade price) as reported by Bloomberg LP for the Principal Market is greater than $3.00 each day with an average daily trading volume of 80,000 shares300,000. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.4 of this Note. A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback Period and the Mandatory Conversion Date.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing If at any time from and after the Actual one-year anniversary of the Effective Date (as defined in the Registration Rights Agreement) (the “Mandatory Conversion Eligibility Date”), (i) the Weighted Average Price of the Common Stock equals or exceeds 200% of the Conversion Price on the Closing Date (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the Subscription Date) for each of any twenty (20) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the “Mandatory Conversion Measuring Period”) and (ii) the Equity Conditions shall have been satisfied (or waived in writing by the Holder, provided that the Holder may not waive the provisions of Section 3(d)(ii)) during the period commencing on the Mandatory Conversion Notice Date through the applicable Mandatory Conversion Date (each, as defined below), the Borrower will Company shall have the option by written notice right to the Holder ("Notice of Mandatory Conversion") of compelling require the Holder to convert all or a portion all, but not less than all, of the outstanding Conversion Amount then remaining under this Note plus the Present Value of Interest as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and unpaid principal nonassessable shares of the Note and accrued interest, thereon, into Common Stock in accordance with Section 3(c) hereof at the Conversion Price then in affect Rate as of the Mandatory Conversion Date ("as defined below) (a “Mandatory Conversion"”) or, at the Company’s option and solely with respect to the Present Value of Interest, cash or a combination of Common Stock and cash; provided, however, that the Company may not elect to pay the Present Value of Interest due hereunder in cash unless it has first obtained any written consent required to make such cash payment under the terms of the Subordination Agreement. The Company may exercise its right to require conversion under this Section 8A(a) by delivering within not more than two (2) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the “Mandatory Conversion Notice” and the date all of the holders received such notice by facsimile is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 sharesirrevocable. The date the Notice of Mandatory Conversion is given is Notice shall state (i) the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, Trading Day selected for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must in accordance with Section 8A(a), which Trading Day shall be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the at least twenty (20) trading days preceding Business Days but not more than sixty (60) Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date. Each ”), (ii) the aggregate Conversion Amount of the Notes subject to mandatory conversion from all of the holders of the Notes pursuant to this Section 8A (and analogous provisions under the Other Notes), (iii) the number of shares of Common Stock to be issued to, and the Present Value of Interest to be paid to, such Holder on the Mandatory Conversion Date and (iv) the portion, if any, of the Present Value of Interest that shall be a deemed Conversion Date paid in cash and the Borrower will portion, if any, that shall be required to deliver the paid in Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 aboveStock.

Mandatory Conversion. Provided an Event of Default has not occurredthe Equity Conditions have been continuously satisfied, then, then commencing after the date the Registration Statement has been declared effective ("Actual Effective Date"), the Borrower Company will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, this Debenture into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following a consecutive seven (7) ten day trading period ("Lookback Period") during which the closing bid price for of the Company's Common Stock as reported by Bloomberg, LP for the Principal on a Trading Market shall be is more than $3.00 150% of the Conversion Price each day with an average daily trading volume of 80,000 sharesduring the Lookback Period. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note Debenture which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes Debentures who received Notes Debentures similar in term terms and tenure as this NoteDebenture. The Borrower shall reduce the amount of Note principal and interest subject to a A Notice of Mandatory Conversion by may not be given unless the Registration Statement has been effective for the unrestricted public resale of the Registrable Securities each day during the Lookback Period. The amount of Note Principal and interest for which Debenture principal included in a Mandatory Redemption Notice shall be reduced to an amount that would not cause the Holder had delivered a to exceed the limitation described in Section 4(c) of this Debenture. A further Mandatory Conversion Notice of Conversion to the Borrower during the twenty may not be given until thirty (2030) trading days have elapsed from the preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 abovethis Debenture.

Mandatory Conversion. Provided If the Company completes an Event initial public offering of Default has not occurredits Common Stock, then, commencing at any time after 180 days after the Actual Effective Dateeffective date of the registration statement covering such offering filed under the Securities Act of 1933, as amended (the "1933 Act"), the Borrower will have Company has the option by written notice right to require holders of the Holder ("Notice of Mandatory Conversion") of compelling the Holder Securities to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, their Securities into Common Stock at the then current Conversion Price then Price. Such right may be exercised by the Company only if (i) the Common Stock has traded for 20 of 30 consecutive trading days on any national securities exchange or on the NASDAQ System at a closing price equal to or greater than $7.50 per share, and (ii) if the shares of Common Stock issuable upon conversion of the Securities can be resold by the Holders pursuant to Rule 144 adopted under the 1933 Act, or if Rule 144 is not available, the Company has in affect ("Mandatory Conversion")place an effective registration statement under the 1933 Act covering the resale by the Holders of the Common Stock issuable upon conversion of the Securities. The Notice mandatory conversion will be automatically effective as of Mandatory Conversion, which notice must be given on the first day following a consecutive seven date (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount ") specified in a written notice sent to all Holders of the Note which is subject to Mandatory ConversionSecurities regardless of whether the Securities have been surrendered for conversion. No interest will accrue on, which amount may not exceed in nor will the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding Securities be transferable after the Mandatory Conversion Date. Mandatory Conversion Notices must Upon mandatory conversion, payment will be given proportionately made for accrued interest on the Securities to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower No fractional shares will be required to deliver issued upon conversion but a cash adjustment will be made for any fractional interest as provided in Section 4.3. No adjustment will be made for dividends or distributions on shares of Common Stock issued upon mandatory conversion of the Securities. In the event of mandatory conversion, certificates for the shares of Common Stock issuable pursuant upon the conversion will not be delivered to a Mandatory Conversion Notice in any Holders of the same manner and time period as described in Section 2.2 aboveSecurities until the Securities owned by such Holder have been surrendered to the Trustee.

Mandatory Conversion. Provided Subject to Section 2.4, (a) provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured not less than twenty (20) days prior to the delivery of written notice by Xxxxxxxx as hereinafter described, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must notice, if given by the Borrower at the Borrower’s sole election, can only be given on the first day following a any period of thirty (30) consecutive seven Trading Days (7“Lookback Period”) day trading period during which the closing bid price Market Price for the Company's Common Stock shall be greater than two hundred fifty percent (250%) of the Conversion Price each such Trading Day and during which thirty (30) Trading Days, the average price/volume (i.e. shares traded multiplied by bid price) as reported by Bloomberg, Bloomberg LP for the Principal Market shall be more is greater than $3.00 each day with an average daily trading volume of 80,000 shares100,000. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback and continues to be so included on the Mandatory Conversion Date. The Notice of Mandatory Conversion shall specify the aggregate principal amount of the this Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

Mandatory Conversion. Provided an Event of Default has not occurredAt any time the Common Stock is traded on the New York Stock Exchange (or other exchange or national quotation system on which the Common Stock is then listed or quoted), then, commencing after the Actual Effective Date, the Borrower will Maker shall have the option by right, at any time and from time to time, without penalty or premium, exercisable upon written notice to Payee (the Holder ("Notice of Mandatory Conversion") of compelling the Holder “Maker’s Notice”), to convert all the principal amount of this Note (or a any portion of the outstanding and unpaid principal amount hereof which is $1,000 or any integral multiple thereof) into shares of the Note and accrued interest, thereon, into Common Stock at a conversion price equal to the average closing price of a share of Common Stock on the New York Stock Exchange (or other exchange or national quotation system on which the Common Stock is then listed or quoted) over the twenty trading days ending immediately prior to the date of Maker’s Notice, but in no event greater than the Conversion Price then in affect ("Mandatory Conversion"as adjusted pursuant to Section 1.6 and as set forth below). The Notice On the date of Mandatory ConversionMaker’s Notice, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of this Note (or that portion which has been converted pursuant to this Section 1.5) shall be deemed to no longer be outstanding. Maker shall deliver to Payee certificates for the Common Stock within ten (10) business days after receipt by Maker of this Note which marked “Canceled.” Maker shall pay to Payee in cash any accrued and unpaid interest on the outstanding principal of this Note being converted calculated to the date of such conversion. Following any Fundamental Transaction, and notwithstanding anything to the contrary contained herein, the surviving entity shall have the right to exercise the mandatory conversion feature of this Section 1.5 utilizing such entity’s common stock at a conversion price equal to the average closing price of a share of such common stock over the twenty trading days ending immediately prior to Maker’s Notice if (i) such common stock is subject traded on a national securities exchange or listed on a national quotation system and (ii) such conversion price is not greater than the Conversion Price (as adjusted to Mandatory Conversiontake into account such Fundamental Transaction, which amount may not exceed adjustment shall be made by the board of directors of the surviving entity in the aggregate, for all Holders who received Notes similar in term exercise of its good faith judgment which shall be final and tenure as binding on Payee). Notwithstanding the foregoing or any other provision of this Note, this Note cannot be mandatorily converted unless the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately mandatory conversion applies ratably to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 aboveoutstanding Sub Notes.

Mandatory Conversion. Provided an Event of Default has (or an event that with the passage of time or the giving of notice could become an Event of Default) did not occurredoccur, then, commencing after then from the Actual Effective twentieth fifth through the twentieth Business Day before the Maturity Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and any or all interest accrued interest, thereon, thereon into Common Stock Ordinary Shares at a per share Conversion Price equal to the lesser of the Conversion Price then set forth in affect Section 2.1(a) hereof ("as same may be adjusted), or the VWAP as reported by Bloomberg, L.P. for the twenty trading days preceding the Maturity Date (“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice Conversion must be given on given, if at all, between the first day following a consecutive seven (7) day trading period during which twentieth fifth through the closing bid price for twentieth Business Day preceding the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 sharesMaturity Date. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the this Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term terms and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a A Notice of Mandatory Conversion by may not be given or affected unless the amount Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of Note Principal the Registrable Securities (as defined in the Subscription Agreement) and interest the Ordinary Shares to be delivered upon Mandatory Conversion, for which each of the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days thirty Business Days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Holder. Each Mandatory Conversion The Maturity Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock Ordinary Shares issuable pursuant to a Mandatory Conversion Notice in the same manner and time period periods as described in Section 2.2 2.1 above.

Mandatory Conversion. Provided an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven ten (710) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 2.40 each day with an and provided during the Lookback Period, daily average daily trading volume of 80,000 is not less than 100,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower and the Holder will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in comply with Section 2.2 2.1 above.

Mandatory Conversion. Provided an Event of Default has not occurred, then, then commencing after the Actual later of both the Approval Date and Effective Date and ending ten (10) days after the later of the Approval Date and Effective Date, the Borrower Company will have the option by written notice to the Holder Subscriber ("Notice of Mandatory Conversion") of compelling the Holder Subscriber to convert all or a portion of the outstanding and unpaid principal of the Note Notes and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement described in Section 11.1 (iv) has been effective for the unrestricted public resale of Shares and Warrant Shares. The Borrower Company shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder Subscriber had delivered a Notice of Conversion to the Borrower Company during the twenty seven (207) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 aboveof the Note.

Mandatory Conversion. Provided an Event (a) If the Requisite Shareholder Approval is obtained at the Company’s annual meeting of Default has not occurredshareholders to be held in 2021 and the Charter Amendment is thereafter filed and declared effective by the Pennsylvania Department of State in accordance with the Investment Agreement, thenthe Company may, commencing at any time after the Actual Effective 36-month anniversary of the Closing Date, effectuate a conversion of the Borrower will have Series C Preferred Stock held by Purchaser into shares of Non-Voting Common Stock in accordance with the option by applicable terms of this Certificate of Designation (a “Mandatory Conversion” and such right a “Mandatory Conversion Right”) only if the Mandatory Conversion Conditions (as defined below) are satisfied as of the Conversion Date for such Mandatory Conversion. In order to validly exercise the Mandatory Conversion Right, the Company must deliver to Purchaser a written notice exercising the Mandatory Conversion Right at least 5 Trading Days prior to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the proposed Conversion Price then in affect ("Mandatory Conversion"). The Notice of Date for such Mandatory Conversion, which such notice must be given on shall state the first day following a consecutive seven (7) day trading period during which the closing bid price proposed Conversion Date for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of such Mandatory Conversion is given is (the "“Mandatory Conversion Date." The Notice of ”), and a second written notice on the last Trading Day prior to the proposed Conversion Date (each such notice, a “Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding Notice”). Such second notice must provide reasonable supporting detail demonstrating that the Mandatory Conversion Date. Mandatory Conversion Notices Conditions have been satisfied and must be given proportionately to all Holders duly executed by an executive officer of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateCompany. Each Mandatory Conversion Date shall be a deemed Notice must state: (i) that the Company has exercised its Mandatory Conversion Right to cause the Mandatory Conversion of the shares of Series C Preferred Stock; (ii) the date scheduled for the settlement of such Mandatory Conversion; and (iii) the Conversion Price in effect on the Mandatory Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a for such Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 aboveConversion.

Mandatory Conversion. Provided an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven twenty (720) day trading period during which the closing bid price for the Company's ’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an and provided during the Lookback Period, daily average daily trading volume of 80,000 is not less than 100,000 shares. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower and the Holder will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in comply with Section 2.2 2.1 above.

Mandatory Conversion. Provided an Event of Default has not occurred, then, then commencing after the Actual Effective DateDate (as defined in the Subscription Agreement), the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice Conversion must be given on the first day given, if at all, within ten trading days following a consecutive seven twenty (720) day trading period ("Lookback Period") during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more is higher than $3.00 200% of the Maximum Base Price each day with an during the Lookback Period and the average daily trading volume during the Lookback Period is not less than 200,000 shares of 80,000 sharesCommon Stock. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received hold Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a A Notice of Mandatory Conversion by may not be given unless the amount Registration Statement described in Section 11.1 (iv) of Note Principal and interest the Subscription Agreement has been effective for which the Holder had delivered a Notice unrestricted public resale of Conversion to the Borrower Common Stock each day during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 of this Note. In no event may a Mandatory Conversion Notice be given in connection with an amount of Common Stock which would cause the Holder to exceed the maximum amount designated in Section 2.3 above.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing after Until the Actual Effective Maturity Date, the Borrower will have the option exercisable from time to time but not more than one time each thirty (30) days by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect effect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice if given, must be given on the first business day following a twenty (20) consecutive seven trading days (7“Lookback Period”) day trading period during which on each such trading day (i) the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more was equal to or greater than two hundred and fifty percent (250%) of the Conversion Price (“Target Price”), (ii) the Aggregate Dollar Volume (as defined below) is not less than Fifty Thousand Dollars ($3.00 each day 50,000), (iii) the Registration Statement described in Section 11.1(i) of the Subscription Agreement was effective and includes therein as registered for public offer and sale, all of the Registrable Securities, without giving effect to any Registration Cutback, (iv) an Event of Default or an event which with the passage of time or the giving of notice could become an average daily Event of Default, had not occurred, and (v) the Common Stock was listed for trading volume of 80,000 sharesor quotation on the NYSE AMEX Equities, NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the FINRA OTC Bulletin Board or OTCQB. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount . The aggregate Principal Amount subject to Mandatory Conversion may not exceed fifty percent (50%) of the initial Principal Amount of this Note unless the Target Price is five hundred percent (500%) of the Conversion Price, in the aggregate, for all Holders who received Notes similar in term and tenure as this Notewhich case, the dollar volume of Common Stock traded on Borrower may redeem the entire Principal Market during the seven (7) trading days immediately preceding Amount, subject to the Mandatory Conversion Dateprovisions described herein. Any Mandatory Conversion Notices hereunder shall be made and taken pari passu with respect to this Note and any other Notes of the Company, except that the Borrower must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note the principal and interest subject to a Notice of Mandatory Conversion with respect to the Holder and/or any Other Holders, as the case may be, (a) to the extent necessary in order to comply with the conversion limitations applicable to such Holder or Other Holder, as the case may be, pursuant to Section 2.3 of this Note and the Other Notes, and (b) by the amount of Note Principal principal and interest for which a respective Holder or Other Holder, as the Holder case may be, had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause the Holder to exceed the beneficial ownership limitation set forth in Section 2.2 above2.3 of this Note. In the event Borrower fails to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date, then (i) at the Holder’s election, such Notice of Mandatory Conversion will be null and void or Holder may enforce the Notice of Mandatory Conversion, and (ii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. A Notice of Mandatory Conversion may be cancelled at the option of the Holder, if at any time prior to the actual delivery of the shares issuable upon such Mandatory Conversion an Event of Default, or an event which with the passage of time or giving of notice would become an Event of Default (whether or not such Event of Default has been cured), occurs. A Notice of Mandatory Conversion may not be rescinded without the consent of the Holder. “Aggregate Dollar Volume” shall mean the volume weighted average price of the Common Stock for the Common Stock during the calculation period multiplied by the number of shares traded during the calculation period as reported by Bloomberg, LP for the Principal Market.

Mandatory Conversion. Provided an Event of Default has (or an event that with the passage of time or the giving of notice could become an Event of Default) is not occurredcontinuing or was not extant during the prior twenty business days, then, then commencing after the date the Registration Statement described in Section 11.1(iv) of the Subscription Agreement has been declared effective ("Actual Effective Date"), the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Fixed Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following a consecutive seven ten (710) day trading period ("Lookback Period") during which the closing bid price for the CompanyBorrower's Common Stock as reported by Bloomberg, LP for the Principal Market shall be is more than $3.00 0.35 each day with an average daily trading volume of 80,000 sharesduring the Lookback Period. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term terms and tenure as this Note. The maximum aggregate amount for all Notices of Mandatory Conversion that may be given for each Mandatory Conversion Date may not exceed 35% of the daily trading volume for the seven (7) trading days preceding the Mandatory Conversion Date multiplied by the volume weighted average price of the Common Stock as reported by Bloomberg L.P. for the Principal Market using the AQR function for such seven day trading period. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Lookback Period. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. The amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 3.2 of this Note. A further Mandatory Conversion Notice may not be given until twenty (20) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 2.1 above.

Mandatory Conversion. Provided an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven twenty (720) day trading period during which the closing bid price for the Company's ’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 200% of the Conversion Price in effect at such time each day with an and provided during the Lookback Period, daily average daily trading volume of 80,000 sharesis not less than $100,000. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower and the Holder will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in comply with Section 2.2 2.1 above.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing Commencing after the Actual Effective Dateactual effective date of the Registration Statement described in Article 3 hereunder that includes the shares underlying this Note, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven ten (710) day trading period during which the closing bid price for the Company's ’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 2.00 each day with an average daily trading volume in excess of 80,000 150,000 shares. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 1.2 above.

Mandatory Conversion. Provided Unless an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default, has occurred and has not occurredbeen timely cured, then, then commencing after the Actual Effective DateDate (as defined in Section 11.1(iv) of the Subscription Agreement), the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert part or all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory ConversionConversion may only be given, which notice must be given if at all, within five (5) business days after the Borrower has received the net proceeds from an underwritten public offering of the Borrower’s equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the first day following a consecutive seven final closing of such public offering (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares“Mandatory Conversion Conditions”). The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term terms and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a A Notice of Mandatory Conversion by may not be given unless the amount Registration Statement (as defined in the Subscription Agreement dated May 1, 2007) is effective for the unrestricted public resale of Note Principal and interest the Registrable Securities (as defined in the Subscription Agreement dated May 1, 2007) for which the Holder had delivered a Notice each of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Holder. The amount of Note principal included in a Mandatory Redemption Notice shall be reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.4 of this Note. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above2.1 herein.

Mandatory Conversion. Provided Unless an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default (as such term is defined in the Notes)) has occurred and has not occurredbeen timely cured, then, then commencing after the Actual Effective Dateeffective date of a registration statement contemplated by Section 11.1 hereof, the Borrower Company will have the option by written notice to the Holder such Subscribers ("“Notice of Mandatory Conversion"”) of compelling the Holder such Subscribers to convert part or all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, their Notes into Common Stock Shares at the Conversion Price then in affect effect ("“Mandatory Conversion"”). The Notice of Mandatory ConversionConversion may only be given, which notice must be given if at all, within five (5) business days after the Company has received the net proceeds from an underwritten public offering of the Company’s equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the first day following a consecutive seven final closing of such public offering (7) day trading period during which “Mandatory Conversion Conditions” and such public offering being the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares“Qualified Offering”). The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note Notes which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders Subscribers of Notes who received Notes similar in term and tenure as this NoteNotes. The Borrower shall reduce the amount of Note principal and interest subject to a A Notice of Mandatory Conversion by may not be given unless a registration statement (as contemplated in Section 11.1 of this Agreement) is effective for the amount unrestricted public resale of Note Principal and interest the Securities for which the Holder had delivered a Notice each of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Subscriber. The amount of Note principal included in a Notice of Mandatory Conversion shall be reduced to an amount that would not cause a Subscriber to exceed the limitation described in Section 7.3 of this Agreement. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock Shares issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above7.1(b) of this Agreement.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured not less than twenty (20) days prior to the delivery of written notice by Xxxxxxxx as hereinafter described, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must may only be given on the first day following a thirty (30) consecutive seven trading days (7“Lookback Period”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more greater than two hundred percent (200%) of the Conversion Price each such trading day and during which thirty (30) trading days, the average price/volume (i.e. shares traded multiplied by trade price) as reported by Bloomberg LP for the Principal Market is greater than $3.00 each day with an average daily trading volume of 80,000 shares300,000. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.4 of this Note. A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback Period and the Mandatory Conversion Date.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing after the Actual Effective DateFor fifteen consecutive months, the Borrower will have first month beginning on April 3, 2019 and the option by written notice last month ending on June 30, 2020 (each, a “Mandatory Conversion Month”), provided that, if the average Daily VWAP for the last 5 Trading Days ending on, and including, the last Trading Day of the applicable Mandatory Conversion Month is greater than or equal to the Holder Trigger Price, the Company shall convert $1,666,666 of aggregate outstanding amount of the Notes, together with the payment of the accrued and unpaid interest ("Notice of “Mandatory Conversion") ”), on a pro rata basis, to the Holders in whose name any Note is registered on the Note Register at the close of compelling business on the Holder to convert all or a portion date of the outstanding and unpaid principal of the Note and accrued interest, thereonMandatory Conversion Notice, into shares of Common Stock (plus cash in lieu of fractional shares of Common Stock in accordance with Section 14.03) at a conversion rate of 0.15129 (the “Mandatory Conversion Price then in affect Rate”, together with the Applicable Conversion Rate, the “Indenture Conversion Rates”) per $1.00 principal amount of Exchange Notes ("Mandatory Conversion"including PIK Notes). The Notice Company shall deliver to the Holders of the Exchange Notes, the Trustee and the Conversion Agent (if other than the Trustee) a notice of the conversion of the Exchange Notes no later than the open of business on the third Business Day of the month immediately after the end of the immediately preceding Mandatory ConversionConversion Month (a “Mandatory Conversion Notice”), which notice must be given shall specify that the Mandatory Conversion shall occur on a pro rata basis on the first day sixth Business Day following a consecutive seven the date of such notice (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg“Mandatory Conversion Date”); provided that, LP for the Principal Market all Mandatory Conversions shall be more than $3.00 each day with an average daily trading volume suspended during the period beginning on the date a Change of 80,000 sharesControl Offer is made and continuing to, and including, the applicable Change of Control Settlement Date, and shall resume after the Change of Control Settlement Date. The date Mandatory Conversion Notice shall state that the Notice of Mandatory Conversion is given is occurring, the "Mandatory Conversion Rate, and the Mandatory Conversion Price in effect on the Mandatory Conversion Date." The Notice , and any election by the Company to pay the interest in cash, shares of Mandatory Conversion shall specify the aggregate principal amount common stock or as a PIK Payment. In case of the a Physical Note which is subject to Mandatory Conversion, which the Holder shall surrender its Note on the Conversion Date for payment, and the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Physical Note so surrendered a new Physical Note or Notes in authorized denominations in an aggregate principal amount may not exceed in equal to the aggregate, for all Holders who received Notes similar in term and tenure as this unconverted portion of the surrendered Physical Note, the dollar volume . The Company shall have no obligation to pay shares of Common Stock traded or accrued and unpaid interest until the Holder has surrendered its Notes for payment. On the Mandatory Conversion Date, the Company shall deliver an Officers’ Certificate to the Trustee and the Conversion Agent (if other than the Trustee), stating that all of the conditions listed below (the “Equity Conditions”) are satisfied on the Principal Market each day during the seven period (7x) trading days immediately preceding commencing on, and including, the date of the Mandatory Conversion Notice and (y) ending on, and including, the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure The Equity Conditions are as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.follows:

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing If at any time after the Actual Effective one-year anniversary of the Issuance Date, (i) the Borrower will VWAP of the Common Stock listed on the Principal Market exceeds 200% of the Conversion Price for thirty (30) consecutive Trading Days (the “Mandatory Conversion Measuring Period”), and (ii) no Equity Conditions Failure then exists, the Company shall have the option by written notice right to the Holder ("Notice of Mandatory Conversion") of compelling require the Holder to convert all or a portion of the outstanding Conversion Amount of this Note, as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and unpaid principal nonassessable shares of the Note and accrued interest, thereon, into Common Stock subject to compliance with Section 3(d) hereof at the Conversion Price then in affect Rate as of the Mandatory Conversion Date ("as defined below) (a “Mandatory Conversion"”). The Company may exercise its right to require conversion under this Section 3(c)(v) by delivering within not more than twenty (20) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the “Mandatory Conversion Notice” and the date all of the holders received such notice by facsimile is referred to as the “Mandatory Conversion Notice of Date”). The Mandatory ConversionConversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with this Section 3(c)(v), which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market Trading Day shall be no less than thirty (30) calendar days and no more than $3.00 each day with an average daily trading volume of 80,000 shares. The date forty (40) calendar days following the Notice of Mandatory Conversion is given is Notice Date (the "“Mandatory Conversion Date." The Notice ”), (ii) the aggregate Conversion Amount of the Notes subject to mandatory conversion from the Holder (the “Mandatory Conversion shall specify the aggregate principal amount Amount”) and all of the Note which is subject holders of the Notes pursuant to Mandatory Conversionthis Section 3(c)(v) (and analogous provisions under the Other Notes), which amount may not exceed in (iii) the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume number of shares of Common Stock traded to be issued to such Holder on the Mandatory Conversion Date and (iv) that there has been no Equity Conditions Failure; provided, however, that to the extent that such Mandatory Conversion would result in the Holder exceeding the Maximum Percentage (as defined below), then such Mandatory Conversion may be effected only to the extent so that such Holder does not exceed the Maximum Percentage. Notwithstanding the foregoing, the Company may effect only one (1) Mandatory Conversion during any twenty (20) consecutive Trading Days. Any shares of Common Stock delivered in connection with a Mandatory Conversion hereunder shall be accompanied by a payment in cash (the “Mandatory Conversion Interest”) equal to the amount of any accrued and unpaid Interest with respect to such Conversion Amount subject to such Mandatory Conversion and accrued and unpaid Late Charges, if any, with respect to such Conversion Amount and Interest. Notwithstanding anything herein to the contrary, (i) if the Closing Bid Price of the Common Stock listed on the Principal Market during fails to exceed 200% of the seven Conversion Price for each Trading Day commencing on the Mandatory Conversion Notice Date and ending and including the Trading Day immediately prior to the applicable Mandatory Conversion Date (7a “Mandatory Conversion Price Failure”) trading days immediately preceding or an Equity Conditions Failure occurs at any time prior to the Mandatory Conversion Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the applicable Equity Conditions Failure and/or Mandatory Conversion Price Failure, as applicable, the Mandatory Conversion shall be cancelled and the applicable Mandatory Conversion Notice shall be null and void and (ii) at any time prior to the date the Mandatory Conversion Amount is paid, in full, the Mandatory Conversion Amount may be converted, in whole or in part, by the Holders into shares of Common Stock pursuant to Section 3. All Conversion Amounts converted by the Holder after the Mandatory Conversion Notice Date shall reduce the Mandatory Conversion Amount of this Note required to be redeemed on the Mandatory Conversion Date. Mandatory Conversion Notices must Redemptions made pursuant to this Section 3(c)(v) shall be given proportionately made in accordance with Section 11. Notwithstanding anything in this Section 3(c)(v) to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which contrary, the Holder had delivered a Notice of Conversion may, at its sole option, at any time on prior to the Borrower during the twenty third (203rd) trading days preceding Trading Day prior to the Mandatory Conversion Date. Each , by written notice to the Company, elect to receive the Mandatory Conversion Interest in the form of Interest Shares, which Interest Shares shall be delivered by the Company to the Holder in the manner provided in Section 2 as if the Mandatory Conversion Date was an “Interest Date” for all purposes hereunder; provided, that nothing in this Section 3(c)(v) shall be a deemed to amend or waive the Company’s obligation to pay Interest hereunder on each Interest Date pursuant to Section 2 and the Mandatory Conversion Amount and Mandatory Conversion Interest, as applicable, shall be adjusted for any Interest paid to the Holder prior to the Mandatory Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in accordance with Section 2.2 above2.

Mandatory Conversion. Provided Subject to Section 2.4, (a) provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured not less than twenty (20) days prior to the delivery of written notice by Bxxxxxxx as hereinafter described, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must notice, if given by the Borrower at the Borrower’s sole election, can only be given on the first day following a any period of thirty (30) consecutive seven Trading Days (7“Lookback Period”) day trading period during which the closing bid price Market Price for the Company's Common Stock shall be greater than two hundred fifty percent (250%) of the Conversion Price each such Trading Day and during which thirty (30) Trading Days, the average price/volume (i.e. shares traded multiplied by bid price) as reported by Bloomberg, Bloomberg LP for the Principal Market shall be more is greater than $3.00 each day with an average daily trading volume of 80,000 shares100,000. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback and continues to be so included on the Mandatory Conversion Date. The Notice of Mandatory Conversion shall specify the aggregate principal amount of the this Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, commencing after until the Actual Effective Maturity Date, the Borrower will have the one-time option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereonwhich shall be increased to 105% of the outstanding Principal Amount actually converted pursuant to this Section 3.1, into Common Stock at the Conversion Price Price, as adjusted, then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first business day following a twenty (20) consecutive seven trading days (7“Lookback Period”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more equal to or greater than $3.00 500% of the Conversion Price, each such trading day with an average and during which Lookback Period, the aggregate daily trading volume of 80,000 sharesas reported by Bloomberg L.P. for the Principal Market is not less than $1,500,000 (“Trigger Conditions”). The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause the Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.2 above2.3 of this Note. Failure by the Borrower to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date will be a non-curable Event of Default.

Mandatory Conversion. Provided Unless an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default (as such term is defined in the Notes)) has occurred and has not occurredbeen timely cured, then, then commencing after the Actual Effective DateDate (as defined in Section 11.1(iv) of this Agreement), the Borrower Company will have the option by written notice to the Holder Subscribers ("Notice of Mandatory Conversion") of compelling the Holder Subscribers to convert part or all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, their Notes into Common Stock Shares at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory ConversionConversion may only be given, which notice must be given on if at all, within five (5) business days after the first day following a consecutive seven (7) day trading period during which Company has received the closing bid price for net proceeds from an underwritten public offering of the Company's Common Stock as reported by Bloomberg, LP for equity securities in the Principal Market shall be more gross amount of not less than $3.00 each day with an average daily trading volume 30,000,000 at a per share equivalent price of 80,000 sharesnot less than the Conversion Price in effect on the final closing of such public offering ("Mandatory Conversion Conditions"). The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note Notes which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders Subscribers of Notes who received Notes similar in term and tenure as this NoteNotes. The Borrower shall reduce the amount of Note principal and interest subject to a A Notice of Mandatory Conversion by may not be given unless the amount Registration Statement (as defined in Section 11.1(iv) of Note Principal and interest this Agreement) is effective for which the Holder had delivered a Notice unrestricted public resale of Conversion to the Borrower during Registrable Securities (as defined in Section 11.2 of this Agreement) for each of the twenty (20) trading days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Subscriber. The amount of Note principal included in a Mandatory Redemption Notice shall be reduced to an amount that would not cause a Subscriber to exceed the limitation described in Section 7.3 of this Agreement. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock Shares issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above7.1(b) of this Agreement.

Mandatory Conversion. Provided an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default) has not occurred, thenwhether or not such Event of Default has been cured, then commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note Principal Amount, and accrued interest, thereon, of this Note into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice Conversion must be given on the first day given, if at all, within ten (10) days following a any consecutive seven twenty (720) day trading period ("Lookback Period") during which the closing bid price for the CompanyBorrower's Common Stock as reported by Bloomberg, LP for the Principal Market shall be is more than $3.00 200% of the Conversion Price each day with an average daily trading volume of 80,000 sharesduring the Lookback Period. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received hold Notes similar in term terms and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement has been effective for the unrestricted public resale of the Registrable Securities each day during the Lookback Period and for the three trading days thereafter. Notices of Mandatory Conversion may not be given in connection with the aggregate amount of Common Stock that would exceed 20% of the amount of Common Stock traded on the Principal Market during the Lookback Period as reported by Bloomberg L.P. The Borrower shall reduce the amount of Note principal and interest subject to included in a Notice of Mandatory Conversion by the Notice shall be further reduced to an amount of Note Principal and interest for which that would not cause the Holder had delivered a to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion Notice of Conversion to the Borrower during the may not be given until twenty (20) trading days have elapsed from the preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 2.1 above.

Mandatory Conversion. Provided an Event of Default has not occurred, then, commencing Commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note amount, and accrued interest, thereon, of this Note into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice Conversion must be given on the first day given, if at all, within thirty (30) days following a any consecutive seven ten (710) day trading period (the "Lookback Period") during which the closing bid price or last sale price, as the case may be, for the CompanyBorrower's Common Stock as reported by Bloomberg, LP for the principal market on which the shares of Common Stock are then traded (the "Principal Market shall be Market") is more than $3.00 150% of the Conversion Price each day with an during the Lookback Period and there is not less than reported average daily trading volume of 80,000 shares1,000,000 shares of Common Stock during the Lookback Period. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received hold Notes similar in term terms and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a A Notice of Mandatory Conversion by may not be given unless the Registration Statement has been effective for the unrestricted public resale of the Registrable Securities each day during the Lookback Period and for the three trading days thereafter. Notices of Mandatory Conversion may not be given in connection with the aggregate amount of Note Common Stock that would exceed 25% of the aggregate volume of Common Stock traded on the Principal and interest Market as reported by Bloomberg L.P. for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty fifteen (2015) trading days preceding the Mandatory Conversion Date, or 20% of the initial principal amount of this Note. The amount of Note principal included in a Mandatory Conversion Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion Notice may not be given until thirty (30) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Deemed Conversion Date (as hereinafter defined) and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 2.1 above. In the event the Borrower fails to deliver the Common Stock in the same manner and time period as described in Section 2.1 above, then such Notice of Conversion will be null and void. A Notice of Conversion must be given to all Holders of Notes similar to this Note, in proportion to the amount of Note Principal held by all Holders of such Notes. Except as described in this Section 2.4, the Note may not be paid prior to the Maturity Date without the consent of the Holder.

Mandatory Conversion. Provided an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default) has not occurred, then, then commencing after the date the Actual Effective DateDate and during the periods described below, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note Principal Amount, and accrued interest, thereon, of this Note into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following a any consecutive seven thirty (730) day trading period days ("Lookback Period") during which the closing bid price for the CompanyBorrower's Common Stock as reported by Bloomberg, LP for the Principal Market shall be is more than $3.00 each day with an average daily 250% of the Conversion Price for twenty (20) or more days during the Lookback Period, and there is reported trading volume of 80,000 sharesnot less than 450,000 shares of Common Stock each day during the Lookback Period. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term terms and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Lookback Period. The Borrower shall reduce the amount of Note principal and interest subject to included in a Notice of Mandatory Conversion by the Notice shall be further reduced to an amount of Note Principal and interest for which that would not cause the Holder had delivered a to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion Notice of Conversion to the Borrower during the may not be given until twenty (20) trading days have elapsed from the preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 2.1 above. Notices of Mandatory Conversion may not be delivered with respect to more than (i) 25% of the initial Principal Amount of this Note between sixty (60) days and one hundred and twenty days (120) days following the Actual Effective Date; (ii) 50% of the initial Principal Amount of this Note between one hundred and twenty-one (121) days and two hundred and ten (210) days after the Actual Effective Date; and (iii) 25% of the initial Principal Amount of this Note after two hundred and ten (210) days after the Actual Effective Date.

Mandatory Conversion. Provided an Event On any Business Day on or after March 6, 2022, the Company has the right (the “Mandatory Conversion”), at its option, to cause all (but not less than all) of Default the principal amount of this Note to be automatically converted into shares of Common Stock (or, if the Company has not occurredreceived the required Stockholder Approval, theninto shares of Common Stock, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all cash or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock combination thereof) at the Conversion Rate on the Mandatory Conversion Date, if the Last Reported Sale Price then of the Common Stock has been at least 130% of the Conversion Price for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date on which the Company delivers the relevant Mandatory Conversion Notice in affect accordance with the terms hereof, during any 30 consecutive Trading Day period, ending on, and including, the Trading Day immediately preceding the date on which the Company delivers such Mandatory Conversion Notice. To exercise the mandatory conversion right described herein, the Company shall give written notice by mail to the holder hereof of the Company’s election to mandatorily convert this Note ("the “Mandatory Conversion"Conversion Notice”). The Notice of Mandatory Conversion, which notice must be given date on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is effective (the "“Mandatory Conversion Date." The Notice of ”) shall be a date selected by the Company and shall be not less than 50 nor more than 70 Business Days immediately following the date on which the Company delivers the relevant Mandatory Conversion Notice. The Company’s election to mandatorily convert this Note shall specify be irrevocable. In addition to any information required by applicable law or regulation, the aggregate Mandatory Conversion Notice shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) if such Notice is issued following the Company’s receipt of Stockholder Approval, whether the Company will settle Mandatory Conversion of this Note by Physical Settlement, Cash Settlement or Combination Settlement; and (iii) if such Notice is issued following the Company’s receipt of Stockholder Approval and the Company has elected to settle Mandatory Conversion of this Note by Combination Settlement, the Specified Dollar Amount for such Combination Settlement. If the Company elects to mandatorily convert this Note prior to receiving a required Stockholder Approval (or if (x) no such approval is required or (y) the Company elects to mandatorily convert this Note after receiving Stockholder Approval and the Company elects to settle such Mandatory Conversion by Physical Settlement), the principal amount of this Note not previously converted prior to the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume Conversion Date shall be converted into shares of Common Stock traded (and cash in lieu of any fractional share of Common Stock in accordance with the provisions set forth above under “Conversion”) on the Principal Market during Mandatory Conversion Date, and the seven Company shall deliver shares of Common Stock (7) trading days immediately preceding and pay cash in lieu of any fractional share of Common Stock in accordance with such conversion provisions), all in accordance with such conversion provisions, as if the holder of this Note had converted this Note on the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately If the Company elects to all Holders of Notes who received Notes similar in term mandatorily convert this Note after receiving Stockholder Approval and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject Company elects to a Notice of settle such Mandatory Conversion by the amount Cash Settlement or Combination Settlement, any portion of this Note Principal and interest for which the Holder had delivered a Notice of Conversion not previously converted prior to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be converted into cash or a deemed combination of cash and shares of Common Stock (and cash in lieu of any fractional share in accordance with the provisions set forth above under “Conversion”) on the Mandatory Conversion Date Date, and the Borrower will be required to deliver Company shall pay or deliver, as the case may be, cash (in accordance with such conversion provisions) or a combination of cash and shares of Common Stock issuable pursuant to a (in accordance with such conversion provisions) (and cash in lieu of any fractional share in accordance with such conversion provisions), as the case may be, as if the holder of this Note had converted this Note during the period beginning on, and including, the date on which the Company delivers the relevant Mandatory Conversion Notice in the same manner and time period as described herein, and ending on, but excluding, such Mandatory Conversion Date. The Company shall not have the right to elect to mandatorily convert this Note on or after the 50th Business Day immediately preceding the Maturity Date. Unless the context otherwise requires, any reference to conversion of this Note herein shall be deemed to include any Mandatory Conversion of this Note pursuant to the terms hereof. Unless the context otherwise requires, any express mention of Mandatory Conversion of this Note in Section 2.2 aboveany provision hereof relating to conversion of this Note shall not be construed as excluding Mandatory Conversion in those provisions hereof where such express mention is not made. Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under this Note. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on this Note and the Conversion Rate of this Note. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on the holder of this Note. The Company shall provide a schedule of its calculations to the holder of this Note, and the holder is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification.

Mandatory Conversion. Provided an Event Subject to the limitation set forth in Section 4(d), if (i) all of Default has not occurredthe Equity Conditions are in effect, theneach day during the Threshold Period, commencing after and (ii) the Actual Closing Price for any 20 consecutive Trading Days, which 20 consecutive Trading Day period shall commence on the sooner of (a) the Effective Date, or (b) six months after the Borrower will have Original Issue Date (“Threshold Period”), equals or exceeds of the option by then in effect Conversion Price (subject to adjustment for reverse and forward stock splits and the like), deliver a written notice to all Holders (a “Mandatory Conversion Notice” and the Holder date such notice is delivered to all Holders and other Holders, the “Mandatory Conversion Notice Date”) to cause such Holders and Other Holders to convert ("Notice of a “Mandatory Conversion"”) of compelling the Holder to convert all or a portion part of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the such Notes (as specified in such Mandatory Conversion Price then in affect ("Mandatory Conversion"Notice). The It is agreed that the “Conversion Date” for purposes of Section 4 in connection with a Mandatory Conversion Notice of Mandatory Conversion, which notice must shall be given deemed to occur on the first day third (3rd) Trading Day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (such third Trading Day, the "“Mandatory Conversion Date." The Notice of ”). Borrower may not deliver a Mandatory Conversion Notice, and any Mandatory Conversion Notice delivered by Borrower shall specify the aggregate principal amount not be effective, unless all of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded Equity Conditions have been met on the Principal Market each Trading Day during the seven (7) trading days immediately preceding applicable Threshold Period and through and including the date that the Conversion Shares issuable pursuant to such Mandatory Conversion Notice are actually delivered to the Holder pursuant to the Mandatory Conversion DateNotice. Any Mandatory Conversion Notices must Notice shall be given proportionately applied ratably to the Holder and all Other Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower based on each such Holder’s initial Note principal, provided that any voluntary conversions by a Holder or other Holder shall reduce be applied against such Xxxxxx’s pro rata allocation, thereby decreasing the aggregate amount of mandatorily converted hereunder if less than all Note principal and interest subject to a Notice are mandatorily converted. For purposes of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to clarification, a Mandatory Conversion Notice shall be subject to all of the provisions of Section 4, including, without limitation, the provisions requiring payment of liquidated damages and limitations on conversions. A Mandatory Conversion will not be effective in excess of the same manner and time period as described in Beneficial Ownership Limitation under Section 2.2 above4(d).

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("“Notice of Mandatory Conversion"”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice must be given on the first day following a twenty (20) consecutive seven trading days (7“Lookback Period”) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more greater than Five Dollars ($3.00 5.00) each such trading day with an average and during which twenty (20) trading days, the daily trading volume of 80,000 as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this NoteNotes. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above2.1 above and the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 3.2 of this Note. A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback Period and through the Mandatory Conversion Date.

Mandatory Conversion. Provided an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, commencing after the Actual Effective Date, the Borrower Company will have the option by written notice to the Holder Subscriber ("“Notice of Mandatory Conversion"”) of compelling the Holder Subscriber to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("“Mandatory Conversion"”). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following a consecutive seven ten (710) day trading period (“Lookback Period”) during which the closing bid price for the Company's ’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be is more than $3.00 2.50 each day with an average daily trading volume of 80,000 sharesday. The date the Notice of Mandatory Conversion is given is the "“Mandatory Conversion Date." ” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received receive Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement described in Section 11.1 (iv) has been effective for the unrestricted public resale of Shares and Warrant Shares each day during the Lookback Period. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

Mandatory Conversion. Provided an Event of Default (or an event that with the passage of time or the giving of notice could become an Event of Default) has not occurred, then, then commencing after the date the Registration Statement described in Section 11.1(iv) of the Subscription Agreement has been declared effective ("Actual Effective Date"), the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at the Fixed Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must Conversion may only be given on the first day within three (3) business days following a consecutive seven ten (710) day trading period ("Lookback Period") during which the closing bid price for the CompanyBorrower's Common Stock as reported by Bloomberg, LP for the Principal OTC Bulletin Board, American Stock Exchange or Nasdaq SmallCap Market shall be is more than $3.00 1.00 each day with an average daily trading volume of 80,000 sharesduring the Lookback Period. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term terms and tenure as this Note. The maximum aggregate amount for all Notices of Mandatory Conversion that may be given for each Mandatory Conversion Date may not exceed 25% of the daily trading volume for the seven (7) trading days preceding the Mandatory Conversion Date multiplied by the VWAP as reported by Bloomberg L.P. for the OTC Bulletin Board, American Stock Exchange or Nasdaq SmallCap Market for such seven day trading period. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Lookback Period. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. The amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 3.2 of this Note. A further Mandatory Conversion Notice may not be given until thirty (30) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 2.1 above.