Common use of Mechanics of Holder’s Conversion Clause in Contracts

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Txxxxx Equipment and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after Txxxxx Equipment on the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Txxxxx Equipment in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Txxxxx Equipment will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Txxxxx Equipment of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Txxxxx Xxxxxxxxx of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Txxxxx Equipment of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Txxxxx Equipment written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this xxxx Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent ROIE and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent ROIE within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent ROIE in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent ROIE will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent ROIE of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent ROIE of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent ROIE of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent ROIE written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert any portion of this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent and such Company. The Notice of Conversion shall (i) provide a breakdown in reasonable detail of the Principal Amount, Amount and/or accrued interest and fees that are is being converted, (ii) state the denominations in which such Holder wishes the certificate or certificates for the Conversion Shares to be issued and (iii) surrender this Note to the Company. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder Company shall make the appropriate reduction to the Principal Amount, Amount and/or accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Holder within two five (25) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the its transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery agent, and cause to the Parent of the Notice of Conversion be issued and shall cause the transfer agent to transmit the certificates representing the Conversion Shares delivered to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within not later than three (3) Business Days after receipt by the Parent of the Notice of each Conversion Date (the “Share Delivery Date”), certificates for the number of full shares of Conversion Shares to which such Holder shall be entitled as aforesaid and, if necessary, the Company shall cause to be issued and delivered to the Holder a new promissory note representing any unconverted portion of this Note. The Company shall not issue fractional Conversion Shares upon conversion, but the number of Conversion Shares to be received by any Holder upon conversion shall be rounded down to the next whole number and the Holder shall be entitled to payment of the remaining Principal Amount by a Company check. In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this convxxx xxis Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“"Notice of Conversion”") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert cxxxxxx this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate completed) (“Notice of Conversion”) to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note thxx Xxxe into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“"Notice of Conversion”") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this xxxx Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate completed) (“"Notice of Conversion”") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note xxxx Xote into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if such an opinion of counsel is required by the transfer agent, within one two (12) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder (if eligible, such certificates shall be delivered by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE")). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the xxxx xhe Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate appropriately completed) (“"Notice of Conversion”") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A EXHIBIT B hereto (appropriate completed) (“Notice of "NOTICE OF Conversion”") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent of the Notice of Conversion (the “Delivery "DELIVERY Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the txxx xxe Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“"Notice of Conversion”") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel counsel, if required, within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note txxx Xxte into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert converts amounts oxxxxxxding under this Note into Common Stock, the Holder shall give notice of such election by delivering (by facsimile or email) an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate appropriately completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. The Company shall have two and one half (2.5) hours from the time that such Notice of Conversion is delivered to the Company (which Notice of Conversion shall be delivered via facsimile or email by the Holder to each of Peter Canepa, Kenneth Rieth and John LeHoty) to provide the Holder wxxx xxxxxxx noxxxx (xxxxxxxed to Xxxxxx xxx facsimile or email) of the Company's decision to purchase the number of shares of Common Stock otherwise deliverable to the Holder pursuant to the Notice of Conversion (the "DESIGNATED Shares") for a purchase price determined by multiplying the Designated Shares by the intraday high price of the Common Stock on the day the Notice of Conversion was submitted to the Company (the "DISPOSITION PRICE"). The Disposition Price shall be paid by the Company to the Holder by wire transfer of immediately available funds within two (2)Business Days of the date of the Notice of Conversion. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and Company shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert this convxxx xxis Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal AmountLoans, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal AmountLoans outstanding hereunder, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion "CONVERSION Date”"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent Borrower of the Notice of Conversion, instruct its counsel to issue an opinion with respect to the issuance of the Conversion Shares, and shall cause instruct the transfer agent to transmit the certificates representing the Conversion Shares to the Holder either by hand delivery, or if it is capable, by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”)Conversion. In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“"Notice of Conversion”") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this xxxx Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder upon resale of such Conversion Shares by the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days (plus any available extensions) after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note xxxx Xote into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note xxxx Xote into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal AmountLoans, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal AmountLoans outstanding hereunder, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion "CONVERSION Date”"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent Borrower of the Notice of Conversion, instruct its counsel to issue an opinion with respect to the issuance of the Conversion Shares, and shall cause instruct the transfer agent to transmit the certificates representing the Conversion Shares to the Holder either by hand delivery, or if it is capable, by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”)Conversion. In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that evenx xxxx the Holder ----------------------------------- elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company Agent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company Agent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company Agent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent eLinear will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company Agent of the Notice of Conversion and eLinear shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Company Agent of the Notice of Conversion (the “"DELIVERY DATE"). To the extent eLinear is not eligible to use the DWAC system, eLinear shall give instructions to eLinear's transfer agent to deliver the certificates representing the Conversion Shares to the Holder promptly, and in no event later than the Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company Agent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Company Agent written instructions to the contrary. In the event that the Holder elects to convert this Note into Common Stock prior to there being an effective registration statement covering the shares of common stock underlying this Note, the Holder agrees and acknowledges that any shares delivered to the holder under this Article 3 shall be "restricted" shares of Common Stock.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert converts amounts oxxxxxxding under this Note into Common Stock, the Holder shall give notice of such election by delivering (by facsimile or email) an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate appropriately completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. The Company shall have two and one half (2.5) hours from the time that such Notice of Conversion is delivered to the Company (which Notice of Conversion shall be delivered via facsimile or email by the Holder to each of Peter Canepa, Kenneth Rieth and John LeHoty) to provide the Holder wxxx xxxxxxx noxxxx (xxxxxxxed to Xxxxxx xxx facsimile or email) of the Company's decision to purchase the number of shares of Common Stock otherwise deliverable to the Holder pursuant to the Notice of Conversion (the "Designated Shares") for a purchase price determined by multiplying the Designated Shares by the intraday high price of the Common Stock on the day the Notice of Conversion was submitted to the Company (the "Disposition Price"). The Disposition Price shall be paid by the Company to the Holder by wire transfer of immediately available funds within two (2) business days of the date of the Notice of Conversion. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and Company shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two five (25) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note xxxx Xote into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amountprincipal amount, accrued interest and fees that are being convertedconverted and include the Holder's then current Beneficial Ownership. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amountprincipal amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day business days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note xxxx Xote into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert xxxxxxt this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In Subject to Section 3.4 hereof, this Debenture may be converted by Holder, in whole or in part from time to time after the event that the Holder elects Issuance Date, by submitting to convert this Note into Common Stock, the Holder shall give notice Borrower and/or Transfer Agent of such election by delivering an executed and completed record a notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to ), the Parent and such form of which is attached hereto as Exhibit A. Such Notice of Conversion shall provide a breakdown in reasonable detail specify the Principal Amount of the Principal Amount, accrued interest Debenture to be converted and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile to the Parent in accordance with the provisions hereof such conversion shall be deemed a Conversion Date effected (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent will Borrower shall issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day of Trading Days from the date of the delivery to the Parent receipt of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Trading Days after from the receipt by the Parent of the Notice of Conversion (the “Delivery Date”)): (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) (for which the Holder shall provide an opinion from its counsel that is reasonable acceptable to the Company) and provided that the Company’s transfer agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system; or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Notice of Conversion, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to the Rule 144. In the case of the exercise of the conversion rights set forth herein herein, the conversion privilege shall be deemed to have been exercised exercised, and the Conversion Shares issuable upon such conversion shall be deemed to have been issued issued, upon the date of receipt by the Parent of the Notice of Conversion. The Delivery Date and Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower with written instructions to the contrary. Conversions hereunder shall have the effect of lowering the outstanding Principal Amount of this Debenture in an amount equal to the applicable conversion. Holder and Borrower shall maintain records showing the Principal Amount(s) converted and the Conversion Date(s). In the event of any dispute or discrepancy, the records of Holder shall be controlling and determinative in the absence of manifest error.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this xxxx Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate appropriately completed) (“"Notice of Conversion”") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by, to the extent reasonably requested by the Holder, an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three four (34) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel counsel, if such an opinion is required by the transfer agent, within one (1) Business Day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.. No fractional share shall be issued

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this xxxx Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“"Notice of Conversion”") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert converts amounts oxxxxxxding under this Note into Common Stock, the Holder shall give notice of such election by delivering (by facsimile or email) an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate appropriately completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. The Company shall have two and one half (2.5) hours from the time that such Notice of Conversion is delivered to the Company (which Notice of Conversion shall be delivered via facsimile or email by the Holder to each of Peter Canepa, Kenneth Rieth and John LeHoty) to provide the Holder wxxx xxxxxxx noxxxx (xxxxxxxed to Xxxxxx xxx facsimile or email) of the Company's decision to purchase the number of shares of Common Stock otherwise deliverable to the Holder pursuant to the Notice of Conversion (the "DESIGNATED Shares") for a purchase price determined by multiplying the Designated Shares by the intraday high price of the Common Stock on the day the Notice of Conversion was submitted to the Company (the "DISPOSITION PRICE"). The Disposition Price shall be paid by the Company to the Holder by wire transfer of immediately available funds within two (2) Business Days of the date of the Notice of Conversion. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and Company shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this converx xxxs Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note txxx Xxte into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note xxxx Xote into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if such opinion of counsel is required by the transfer agent, within one two (12) Business Day business days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder (if eligible, such certificates shall be delivered by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE")). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert xx xxnvert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“"Notice of Conversion”") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this xxxx Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amountprincipal amount of this Note, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amountprincipal amount of this Note, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate appropriately completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "CONVERSION DATE"). On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days after the Conversion Date. Each date on which a A form of Notice of Conversion to be employed by the Holder is delivered or transmitted by facsimile to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day Days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this convxxx xxis Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“"Notice of Conversion”") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel counsel, if such an opinion is required by the transfer agent, within one (1) Business Day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary. No fractional share shall be issued upon any conversion of this Note. If a conversion would result in the issuance of a fraction of a share of Common Stock, the Borrower shall, in lieu of issuing any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the fair market value of such fraction on the Conversion Date (based on the Current Market Price Per Share). The "Current Market Price Per Share" on any date shall mean the average of the Quoted Prices of the Common Stock for the fifteen (15) consecutive Business Days ending before the day in question. If no such Quoted Prices are available, however, "Current Market Price Per Share" shall be the Fixed Conversion Price. "Quoted Price" means, with respect to any security on any date, the average of the closing prices on such day of such security on all domestic securities exchanges and inter-dealer quotation systems providing last sale information on which such security is then listed or tracked, or, if there have been no sales on any such exchange or inter-dealer quotation system on such day, the average of the highest bid and lowest asked prices on all such exchanges or inter-dealer quotation system at the end of such day or, if on any such day such security is not so listed, the average of the representative bid and asked prices quoted on NASDAQ as of 4:00 p.m., New York time, on such day, or if on any day such security is not quoted on NASDAQ, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note xxxx Xote into Common StockStock of the Parent, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate appropriately completed) (“"Notice of Conversion”") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent applicable Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder Holder, pursuant to Section 3.1, elects to convert this Note Note, or any portion hereof, into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate completed) (“Notice of Conversion”) to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "CONVERSION DATE"). On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days after the Conversion Date. Each date on which a A form of Notice of Conversion to be employed by the Holder is delivered or transmitted by facsimile to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (1) Business Day Days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate appropriately completed) (“Notice of Conversion”) to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the . 06/27/2005 3 terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate appropriately completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate appropriately completed) (“Notice of Conversion”) to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two five (25) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day Days of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Xxxxxx Equipment and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after Xxxxxx Equipment on the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Xxxxxx Equipment in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Xxxxxx Equipment will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Xxxxxx Equipment of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Xxxxxx Xxxxxxxxx of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Xxxxxx Equipment of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Xxxxxx Equipment written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms A form of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall to be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate appropriately completed) (“Notice of Conversion”) to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two three (23) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day Days of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three five (35) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate appropriately completed) (“Notice of Conversion”) to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two five (25) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day Days of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note xxxx Xote into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal AmountLoans, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal AmountLoans outstanding hereunder, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent Borrower of the Notice of Conversion, instruct its counsel to issue an opinion with respect to the issuance of the Conversion Shares, and shall cause instruct the transfer agent to transmit the certificates representing the Conversion Shares to the Holder either by hand delivery, or if it is capable, by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”)Conversion. In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days after the Conversion Date. Each date on which a A form of Notice of Conversion to be employed by the Holder is delivered or transmitted by facsimile to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (1) Business Day Days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Xxxx xnto Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate appropriately completed) (“"Notice of Conversion”") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this xxxx Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder upon resale of such Conversion Shares by the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days (plus any available extension) after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that Subject to Section 2.3, this Debenture may be converted by the Holder elects in part from time to convert this Note into Common Stocktime after the Maturity Date, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) submitting to the Parent and such Borrower or its designated transfer agent (the "Transfer Agent") a Notice of Conversion shall provide a breakdown in (by facsimile or other reasonable detail means of communication dispatched on the Principal AmountConversion Date prior to 6:00 p.m., accrued interest and fees that are being convertedNew York, New York time). On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after Borrower on the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary. The Holder will not be required to surrender the Debenture to the Borrower until the Debenture has been fully converted or satisfied.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate appropriately completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). .. Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery "DELIVERY Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that evxxx xxat the ----------------------------------- Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company Agent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company Agent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company Agent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent eLinear will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company Agent of the Notice of Conversion and eLinear shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Company Agent of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company Agent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Company Agent written instructions to the contrary. In the event that the Holder elects to convert this Note into Common Stock prior to there being an effective registration statement covering the shares of common stock underlying this Note, the Holder agrees and acknowledges that any shares delivered to the holder under this Article 2 shall be "restricted" shares of Common Stock.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this xxxx Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate appropriately completed) (“"Notice of Conversion”") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by, to the extent reasonably requested by the Holder, an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert all or any part of this Note Debenture into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of attached hereto as Exhibit A hereto (appropriate completed) (the “Notice of Conversion”) to the Parent Company on or before each Conversion Date (as defined below) and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, Face Amount and accrued but unpaid interest and fees thereon that are being converted. On each In addition, concurrently with providing In addition, concurrently with providing the Notice of Conversion Date (as hereinafter defined) to the Company, and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, outstanding Face Amount and accrued and unpaid interest and fees thereon as entered in its records and shall provide written notice thereof of such adjustment to the Parent within two (2) Business Days after the Conversion DateCompany. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent Company will issue issue, within two (2) business days following a Conversion Date, instructions to the transfer agent agent, accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery counsel, to issue to the Parent of Holder certificates representing the Notice of Conversion Shares (as hereinafter defined) and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation within five (“DTC”5) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”)business days thereafter. In the case of the exercise of the conversion rights set forth herein herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate completed) (“Notice of Conversion”) to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days business days after the Conversion Date. Each date on which . 07/07/2005 4 a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert conxxxx xmounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering (by facsimile or email) an executed and completed notice of conversion in substantially the form of Exhibit A B hereto (appropriate appropriately completed) (“"Notice of Conversion”") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. The Parent shall have two (2) hours from the time that such Notice of Conversion is delivered to the Parent to provide the Holder with written notice (delivered to Holder via facsimile or email) of the Parent's decision to purchase the number of shares of Common Stock otherwise deliverable to the Holder pursuant to the Notice of Conversion (the "Designated Shares") for a purchase price determined by multiplying the Designated Shares by the intraday high price of the Common Stock on the day the Notice of Conversion was submitted to the Parent (the "Disposition Price"). The Disposition Price shall be paid by the Parent to the Holder by wire transfer of immediately available funds within two (2) business days of the date of the Notice of Conversion; it being understood that payment of the Disposition Price to the extent required hereunder shall be deemed to be an Obligation as defined in the Security Agreement. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). .. Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel (to the extent requested by such transfer agent) within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert conxxxx xmounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering (by facsimile or email) an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate appropriately completed) (“"Notice of Conversion”") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. The Parent shall have two (2) hours from the time that such Notice of Conversion is delivered to the Parent to provide the Holder with written notice (delivered to Holder via facsimile or email) of the Parent's decision to purchase the number of shares of Common Stock otherwise deliverable to the Holder pursuant to the Notice of Conversion (the "Designated Shares") for a purchase price determined by multiplying the Designated Shares by the intraday high price of the Common Stock on the day the Notice of Conversion was submitted to the Parent (the "Disposition Price"). The Disposition Price shall be paid by the Parent to the Holder by wire transfer of immediately available funds within two (2) business days of the date of the Notice of Conversion. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). Pursuant to the terms of the Notice of Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel (to the extent requested by the transfer agent) within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees fees, if any, that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or transmitted by facsimile telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.