Common use of Optional Conversion Clause in Contracts

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (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”) and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) 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”) Shares and provided that the 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 Shares 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY TimeYork City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company and (B) if required by Section 3(c)(v), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). Promptly following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the “Transfer Agent”). On or before the third fifth Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A1) 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”X) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and so long as the certificates therefor are not required to bear a legend pursuant to Section 5(c) of the Securities Purchase Agreement, 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 entitled, which certificates certificate shall not bear any restrictive legends legend unless the certificate is required to bear such a legend pursuant to Section 5(c) of the Rule 144Securities Purchase Agreement, and (2) pay to the Holder in cash an amount equal to the sum of (A) the amount of any accrued and unpaid Interest on the applicable Conversion Amount being converted through the Conversion Date and (B) any accrued and unpaid Late Charges on such Conversion Amount and Interest. Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAmount, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the "Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Shares 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile electronic mail (or otherwise deliver), for receipt delivery on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "a “Conversion Notice"”) to the Company and (B) if required by Section 3(c)(iii), but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 17(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the third Business first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, the Company shall transmit by electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the "“Transfer Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a “Share Delivery Date"”), the Company shall (Ax) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and (A) the applicable Conversion Shares are subject to an effective resale registration statement in favor of the Holder or (B) if converted at a time when Rule 144 would be available for resale of the applicable Conversion Shares by the Holder, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit / Withdrawal Agent Commission system At Custodian system, or (By) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, if converted at a time when Rule 144 would not be available for resale of the applicable Conversion Shares by the Holder, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three two (32) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. The Company’s obligations to issue and deliver shares of Common Stock in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. While any Notes are outstanding, the Company shall use a Conversion Noticetransfer agent that participates in the DTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (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”") and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Stock on any date after the Closing Date (a "“Conversion Date"”), the a Holder shall deliver (A) transmit by emailvia, facsimile (electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion of the Preferred Shares subject to such conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCorporation. Within three (3) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation the original certificates representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Corporation shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Corporation’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the "Securities Exchange Act of 1934, (the “Exchange Act”) or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Date"Deadline”), the Company Corporation shall (A1) 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”) and provided that the Transfer Agent is participating in the The Depository Trust Company's Corporation’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the such Holder shall be entitled to the such Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (B2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock to which the such Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion and the outstanding Principal of this Note pursuant is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company Corporation shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the holder such Holder (or its designee) a new Note Preferred Share Certificate representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business second (2nd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount portion of the Outstanding Balance into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day (as defined below) following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (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 1933, as amended, (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144to federal or state securities laws. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount Outstanding Balance being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. “Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, email or facsimile with confirmation of delivery (or otherwise deliver)deliver by method set forth in Section 8), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) and provided that the 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal balance of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal balance not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt by the Company of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) Ordinary Shares and provided that the Company’s U.S. transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders beneficial owner of such shares Ordinary Shares by the Company, with respect to any dividend or other distributions payable on the Ordinary Shares with a record date between the date of Common Stock upon the transmission of a Conversion Notice and the issuance of the relevant Ordinary Shares issuable pursuant to such Conversion Notice. In connection with any conversion of a Conversion Amount into Ordinary Shares on a Conversion Date, the Company shall, on the relevant Share Delivery Date, set off (verrekenen) its debt under the Note to pay such Conversion Amount against its receivable from the Holder to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares issuable upon such conversion (and, for that purpose, such issue price shall be the same amount as the Conversion Amount).

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall deliver (A) transmit by email, facsimile (whether via electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed conversion notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit via electronic mail an acknowledgment of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein and provide confirmation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the "Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date"Deadline”), the Company shall (AI) 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”) and provided that the Transfer Agent is participating in the The Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer ProgramProgram (“FAST”), credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled pursuant to such conversion to the Holder's ’s (or its designee's balance ’s) account with DTC through its Deposit Deposit/Withdrawal Agent Commission system at Custodian system, or (BII) if the Transfer Agent is not participating in FAST, upon the DTC Fast Automated Securities Transfer Programrequest of the Holder, issue and deliver (via nationally recognized overnight delivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), for evidencing the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable practicable, and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares Ordinary Shares on the Conversion Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement (as defined in the Securities Purchase Agreement), within five (5) days after the effective date of Common Stock upon the transmission Registration Statement (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a Conversion Noticecontract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall deliver (A) transmit by emailwhether via facsimile, facsimile (electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 4:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the "1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Date"Deadline”), the Company shall (A1) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") ’s Fast Automated Securities Transfer ProgramProgram and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian system or (B2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not bear any restrictive legends unless eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required pursuant by Section 5(c) of the Rule 144Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A II (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business second (2nd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders beneficial owner of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any the Optional Conversion Amount into shares of Class A Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such datewithin one business day after completion of the IPO, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the CompanyiPower. On or before the third fifth Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company iPower shall (A) if legends are not required to be placed on certificates of Class A Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Class A 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Class A Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Class A Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act shares of 1933 (“Rule 144”) Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer (“FAST”) Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, 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 or statements of book-entry shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. Following the delivery of a Conversion Notice, the Company shall not deliver any Advance Notice (as defined in the EPFA (as defined below)) on or prior to the applicable Share Delivery Date, without the prior written consent of the Holder in its sole discretion. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note representing the outstanding Principal (and accrued and unpaid Interest thereon) not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Optional Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyHightimes. On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Hightimes shall (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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC"Company(“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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Optional Conversion Amount being converted, then the Company Hightimes shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.. Hightimes Convertible Note – Sept 2018

Optional Conversion. To convert any Conversion Amount (a) The outstanding principal and all accrued and unpaid interest of this Note shall be convertible, at the option of the Holder, into shares of common stock of the Company (“Common Stock Stock”) at the Conversion Ratio, at the option of the Holder, in four equal tranches (25% each) on any date (a "Conversion Date")the following dates: December 15, 2014, March 15, 2015, June 15, 2015, and September 15, 2015. Further, the Holder also has the right to convert at the Conversion Ratio at any time prior to September 15, 2015, except that any lock-up restrictions will remain in effect. Any conversion under this Section 3(a) shall (A) transmit be of a minimum amount of US $5,000 of Notes. The Holder shall effect conversions by email, facsimile surrendering the Notes (or otherwise deliver)such portions thereof) to be converted to the Company, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice together with the form of conversion in the form notice attached hereto as Exhibit A (the "“Conversion Notice"”) in the manner set forth in Section 3(h). Each Conversion Notice shall specify the principal amount of Notes to the Company. On or before the third Business Day following be converted and the date of receipt of a Conversion Notice on which such conversion is to be effected (the "Share Delivery “Conversion Date"”). Subject to Section 3(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, the Company shall (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”) and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and promptly deliver to the address Holder a new Note for such principal amount as specified in has not been converted. (b) Not later than ten (10) Business Days after the Conversion NoticeDate, a certificate, registered in the name of Company will deliver to the Holder (i) a certificate or its designeecertificates containing the restrictive legends and trading restrictions required by law, for if any, representing the number of shares of Common Stock being acquired upon the conversion of Notes and (ii) Notes in principal amount equal to which the Holder shall be entitled which certificates principal amount of Notes not converted; provided, however that the Company shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, be obligated to issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive certificates evidencing the shares of Common Stock issuable upon conversion of any Notes, until Notes are either delivered for conversion to the Company or any transfer Holder for the Notes or Common Stock, or the Holder notifies the Company that such Notes have been lost, stolen or destroyed and provides a lost instrument indemnity to the Company to indemnify the Company from any loss incurred by it in connection therewith. If such certificate or certificates are not delivered by the date required under this Section 3(b), the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Notes tendered for conversion. (i) The conversion price (“Conversion Price”) for each Note in effect on any Conversion Date shall be 10% less than the lowest 3 day average during the period beginning July 16, 2013 and ending September 15, 2013, subject to adjustment as otherwise contemplated by this Section 3(c). (ii) The Conversion Price shall be subject to adjustment as follows: (A) In case the Company shall (i) pay a dividend in shares of its capital stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of the Company, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note thereafter surrendered for conversion shall be entitled to received the number of shares of Common Stock which he would have owned or have been entitled to receive after the happening of any of the events described above, had this Note been converted immediately prior to the happening of such event. Such adjustment shall be made whenever any of the events listed above shall occur. An adjustment made pursuant to this subdivision (A) shall become effective retroactively immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (B) If, at any time while this Note is outstanding, the Company takes any voluntary action or any event occurs as to which the foregoing subdivisions not strictly applicable, but the failure to make an adjustment in the Conversion Price hereunder would not fairly protect the rights, without dilution, represented by this Note, then the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note shall be treated for all purposes as entitled to receive the record holder or holders number of such shares of Common Stock which he would have owned or been entitled to receive after the happening of any such action or event, had this Note been converted immediately prior to the happening of any such action or event. (d) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Notes as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of Notes, such number of shares of Common Stock as shall be issuable upon the transmission conversion of the aggregate principal amount of all outstanding Notes. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable. (e) Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may, if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Conversion NoticePrice at such time. (f) The issuance of certificates for shares of Common Stock on conversion of Notes shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (g) Notes converted into Common Stock shall be canceled. (h) Each Conversion Notice shall be given by facsimile and by mail, postage prepaid, addressed to the Chief Financial Officer of the Company of VG Life Sciences Inc. located ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 200, Santa Barbara, CA 93101. Any such notice shall be deemed given and effective upon the earliest to occur of (i) receipt of such facsimile at the facsimile telephone number specified in this Section 3(h), (ii) five days after deposit in the United States mails or (iii) upon actual receipt by the party to whom such notice is required to be given.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business second (2nd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (Ax) 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”) and provided that the Company's transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's Company ("“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 At Custodian system or (By) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 16(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder's account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In the event that the Holder elects to convert a portion of the Principal amount of this Note prior to any applicable Installment Date, the Conversion Amount so converted shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) for delivery via DTC to the transferee in connection with any sale of Conversion Shares with respect to which the Holder has entered into a contract for sale and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the "Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section ‎(3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates book-entry registrations of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatebook-entry registrations, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates Common Shares shall bear a restrictive legend unless not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) unless not required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates or book entry positions of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if restrictive legends are required to be placed on certificates or book entry positions of Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book- entry position, 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 rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyShuttle Pharma. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Shuttle Pharma shall (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”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 4:00 p.m., New YorkDallas, NY TimeTX time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), cause this Note to be delivered to the Company as soon as practicable on or following such date. On or before 4:00 p.m., Dallas, TX time, on the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder (at the facsimile number provided in the Conversion Notice) and the Company’s transfer agent, if any (the “Transfer Agent”). On or before 4:00 p.m., Dallas, TX time, on the third (3rd) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") DTC Fast Automated Securities Transfer Program, cause the Transfer Agent to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission system At Custodian (“DWAC”) system, or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or if the Holder otherwise requests, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 13(d)), representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), ) for receipt on or prior to 11:59 p.m., 9:00 a.m. New York, NY Time, York Time on such date, date a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the "Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver deliver, to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled entitled, which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expenseNote, issue and deliver at its own cost to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates or the book-entry position of the Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such transfer agent to 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 (BY) if the Transfer Agent Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be places on certificates or book-entry positions of the Common Stock, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, 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 the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent 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 Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice; provided, that the Holder shall be deemed to have waived any voting rights of any such Conversion Shares that may arise during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline, as necessary, such that the aggregate voting rights of any Common Shares (including such Conversion Shares) beneficially owned by the Holder and/or any Attribution Parties, collectively, shall not exceed the Beneficial Ownership Limitation (as defined below) as a result of any such conversion of this Note.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(c)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ’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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) Ordinary Shares and provided that the 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 Ordinary Shares 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered Ordinary Shares in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares upon the transmission of a Conversion Notice. In connection with any conversion of a Conversion Amount into Ordinary Shares on a Conversion Date, the Company shall, on the relevant Share Delivery Date, set off (verrekenen) its debt under the relevant Debenture(s) to pay such Conversion Amount against its receivable from the Holder to pay up in full, and satisfy the issue price, for the relevant Ordinary Shares issuable upon such conversion (and, for that purpose, such issue price shall be the same amount as the Conversion Amount).

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the CompanyAcres. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company Acres shall (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”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Shares 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliverdeliver pursuant to Section (7), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall, or shall cause its Transfer Agent to, allot and issue to the Holder Ordinary Share(s) registered in the name of the Holder representing such number of Ordinary Shares issuable, and deliver to the Holder a book entry statement via email. Promptly after the Share Delivery Date, the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such Transfer Agent to credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the Ordinary Shares, issue and deliver to the address as specified in the Conversion Notice, a an original certificate, registered in the name of the Holder or its designee, or a book-entry statement electronically only, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates entitled. Each of the Company and the Holder shall not bear any restrictive legends unless use reasonable efforts to deliver to the other or the Transfer Agent all documents, instructions and writings required pursuant by the Rule 144Transfer Agent in order to implement and effect the conversions contemplated herein. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon Ordinary Shares on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount (a) The outstanding principal and all accrued and unpaid interest of this Note shall be convertible, at the option of the Holder, into shares of common stock of the Company (“Common Stock Stock”) at the Conversion Ratio, at the option of the Holder, in four equal tranches (25% each) on any date (the following dates: October 9, 2015, January 9, 2016, April 9, 2016, and July 9, 2016. Any conversion under this Section 3(a) shall be of a "Conversion Date"), the minimum amount of US $5,000 of Notes. The Holder shall (A) transmit effect conversions by email, facsimile surrendering the Notes (or otherwise deliver)such portions thereof) to be converted to the Company, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice together with the form of conversion in the form notice attached hereto as Exhibit A (the "“Conversion Notice"”) in the manner set forth in Section 3(h). Each Conversion Notice shall specify the principal amount of Notes to the Company. On or before the third Business Day following be converted and the date of receipt of a Conversion Notice on which such conversion is to be effected (the "Share Delivery “Conversion Date"”). Subject to Section 3(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, the Company shall (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”) and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and promptly deliver to the address Holder a new Note for such principal amount as specified in has not been converted. (b) Not later than fifteen (10) Business Days after the Conversion NoticeDate, a certificate, registered in the name of Company will deliver to the Holder (i) a certificate or its designeecertificates containing the restrictive legends and trading restrictions required by law, for if any, representing the number of shares of Common Stock being acquired upon the conversion of Notes and (ii) Notes in principal amount equal to which the Holder shall be entitled which certificates principal amount of Notes not converted; provided, however that the Company shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, be obligated to issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive certificates evidencing the shares of Common Stock issuable upon a conversion of any Notes, until Notes are either delivered for conversion to the Company or any transfer Holder for the Notes or Common Stock, or the Holder notifies the Company that such Notes have been lost, stolen or destroyed and provides a lost instrument indemnity to the Company to indemnify the Company from any loss incurred by it in connection therewith. If such certificate or certificates are not delivered by the date required under this Section 3(b), the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Notes tendered for conversion. (i) The conversion price (“Conversion Price”) for each Note in effect on any Conversion Date shall be 10% less than the lowest 3 day average during the period beginning May 7, 2014 and ending July 7, 2014, subject to adjustment as otherwise contemplated by this Section 3(c). (ii) In case of any Acquisition (as defined below) of the Company, then Holder shall have the right thereafter to convert any principal and interest remaining owing under this Note shall prior to the closing of any such Acquisition. At the election of Holder, Holder may convert this Note into the shares of stock and other securities and property receivable upon or deemed to be treated for all purposes as the record holder or held by holders of such shares of Common Stock following such Acquisition, and the Holder shall be entitled upon such event to receive such amount of securities or property as the transmission shares of the Common Stock, into which the Note could have been converted immediately prior to such Acquisition, would have been entitled. The terms of any such Acquisition shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section 3(c) upon any conversion following such Acquisition. This provision shall similarly apply to successive Acquisitions. “Acquisition” means (a) the closing of the sale, transfer or other disposition of all or substantially all of the VGLS’s assets, (b) the consummation of the merger or consolidation of VGLS with or into another entity (except a Conversion Noticemerger or consolidation in which the holders of capital stock of VGLS immediately prior to such merger or consolidation continue to hold at least fifty percent (50%) of the voting power of the capital stock of VGLS or the surviving or acquiring entity), or any transaction or series of transactions to which VGLS is a party in which in excess of fifty percent (50%) of VGLS’s voting power is transferred, or (c) the exclusive license of all or substantially all of the intellectual property of VGLS to a third party.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the "Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all the purposes of Regulation SHO of the Exchange Act as the record holder or holders of such shares of Common Stock Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates book-entry registrations of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatebook-entry registrations, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates Common Shares shall bear a restrictive legend unless not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business 3rd Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 or book entry of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct the transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the Common Shares, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) 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”) Ordinary Shares and provided that the 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 Ordinary Shares 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyKairos Pharma. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Kairos Pharma shall (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”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date that the Holder is permitted to effectuate a conversion pursuant to the terms of this Note (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (facsimile, or otherwise deliver)other form of delivery, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day following the date of receipt Holder’s transmission of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (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”) or any other applicable exemption or registration and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and the Holder provides full and complete DTC delivery instructions, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or At Custodian system, (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, 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 the Rule 144 or (C) if a restrictive legend is required to be placed on certificates of Common Stock pursuant to the then existing federal securities laws, issue and deliver to the address as specified in the Conversion Notice, 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 the applicable restrictive legends unless required pursuant the Rule 144legend. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program (the “FAST 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer FAST Program, issue and deliver to the address as specified in the Conversion Notice, 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 rules and regulations of the Rule 144Commission. Before any issuances of shares of Common Stock may be made in connection with any conversion (x) under the DTC FAST Program or (y) pursuant to a Conversion Notice requesting that a certificate be issued without a restrictive legend, the Company may, in its sole discretion, require an opinion of counsel for the Holder that such transfer is exempt from the registration requirements of the Securities Act. If the Company determines that a restrictive legend is required in connection with any issuance of Common Stock pursuant to a Conversion Notice, the following legend shall appear on such certificate(s): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, WITH RESPECT TO WHICH THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) 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”) and provided that the 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the "Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the transfer agent of the Company (the “Transfer Agent Agent”) is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such Transfer Agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Notice, the Company shall (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”) and provided that the Transfer Agent 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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system DTC, or (B) if the Transfer Agent 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 Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note principal is greater than the Principal principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal principal not converted. The Person individual, corporation, partnership, limited liability company, limited liability partnership, trust, association, organization or Persons other entity (each a “Person”) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. For the purposes hereof, the term “Business Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of California are authorized or required by law or other governmental action to close.

Optional Conversion. To The Holder may, at its option at any time and from time to time (and in lieu of the Holder accepting repayment of principal and accrued interest so converted), convert any Conversion Amount or all of the outstanding principal of and accrued and unpaid interest under this Note into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock Stock”), at a conversion price per share equal to $0.35 (subject to adjustment in the event of a stock split, combination, reclassification or like event with respect to the Common Stock), but only if and to the extent the Company is not at such time prevented from issuing such shares by the terms of any agreement to which the Company is a party on September 18, 2007, and at the time of any date attempted conversion of this Note (a "Conversion Date"“Conflicting Agreement”). The Holder may exercise such conversion right by giving written notice to the Company, which notice shall set forth the amount of outstanding principal and interest to be converted and shall be accompanied by this Note. No fractional shares will be issued upon conversion of this Note. In lieu of any fractional share to which Lender would otherwise be entitled, the Holder shall Company will pay the cash value of that fractional share to the Holder, as provided herein. Upon the conversion of any principal and interest pursuant to this Note, the Company will continue to be bound by and subject to all of its obligations and liabilities pursuant to this Note with respect to any portion of the principal and interest of this Note remaining outstanding after such conversion. Within 10 business days after receipt of an exercise notice and this Note from the Holder, the Company will (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (event the "Conversion Notice") Company is not then prevented from issuing new shares to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Holder by any Conflicting Agreement, the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant issue to the then existing provisions of Rule 144 Holder (i) a replacement note in an amount equal to the remaining outstanding principal of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer ProgramNote, credit such aggregate number of shares of Common Stock to if any, which the Holder replacement note shall be entitled otherwise identical in form and substance to the Holder's this Note, and (ii) a certificate or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, certificates for the number of shares of Common Stock to which the Holder shall is entitled (bearing such legends as may be entitled which certificates shall not bear any restrictive legends unless required pursuant by applicable state and federal securities laws in the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal opinion of this Note is greater than the Principal portion legal counsel of the Conversion Amount being convertedCompany), then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver together with a check payable to the holder a new Note representing Holder for any cash amounts payable for any fractional share resulting from the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Note, or (B) in the event the Company is prevented from issuing new shares to the Holder by a Conflicting Agreement, so notify the Holder in a writing accompanied by this Note, whereupon the exercise notice shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Noticedeemed null and void.”

Optional Conversion. To convert any Conversion Amount into shares of Common Stock ADSs (and the underlying Ordinary Shares) on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) 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”) ADSs and provided that the 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 ADSs 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock ADSs to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144SEC. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock ADSs (and the underlying Ordinary Shares) issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock ADSs (and the underlying Ordinary Shares) upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A II (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Company’s transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such Transfer Agent to credit such aggregate number of shares of Common Stock Shares 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (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”) and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate (or proof of book-entry from the transfer agent), 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the second Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") 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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the principal amount converted shall be deducted from the Installment Amounts relating to the Installment Dates as set forth in the Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii) hereof, surrender this Note to the Company by sending this Note to the Company using a nationally recognized overnight delivery service (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the third next Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the second (2nd) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall shall, (AX) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer ProgramProgram of DTC, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount not being convertedconverted in full, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal amount of this Note not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock ADSs on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(ii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share ADS Delivery Date"), the Company shall (AX) 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”) ADSs and provided that the 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 ADSs 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock ADSs to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock ADSs issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock ADSs upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY TimeYork City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(v), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the third first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the second Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A1) 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”X) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and so long as the certificates therefor are not required to bear a legend pursuant to Section 5(c) of the Securities Purchase Agreement, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 entitled, which certificates certificate shall not bear any restrictive legends legend unless the certificate is required to bear such a legend pursuant to Section 5(c) of the Rule 144Securities Purchase Agreement, (2) pay any applicable Make-Whole Amount in accordance with Section 3(c)(iii) and (3) pay to the Holder in cash an amount equal to the sum of (A) the amount of any accrued and unpaid Interest on the applicable Conversion Amount being converted through the Conversion Date and (B) any accrued and unpaid Late Charges on such Conversion Amount and Interest. Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for conversion as required by Section 3(c)(v) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAmount, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required, surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third fifth (5th) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) 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”) Purchase Agreement and provided that the 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144entitled. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) 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”) Purchase Agreement and provided that the 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. In the event of a partial conversion of this Debenture pursuant hereto, the principal amount converted shall be deducted from the Installment Amounts relating to the Installment Dates as set forth in the Conversion Notice.

Optional Conversion. To convert any Conversion Amount (a) The outstanding principal and all accrued and unpaid interest of this Note shall be convertible, at the option of the Holder, into shares of common stock of the Company (“Common Stock Stock”) at the Conversion Ratio, at the option of the Holder, in four equal tranches (25% each) on any date (the following dates: March 31, 2015, June 30, 2015, September 30, 2015, and December 31, 2015. Any conversion under this Section 3(a) shall be of a "Conversion Date"), the minimum amount of US $5,000 of Notes. The Holder shall (A) transmit effect conversions by email, facsimile surrendering the Notes (or otherwise deliver)such portions thereof) to be converted to the Company, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice together with the form of conversion in the form notice attached hereto as Exhibit A (the "“Conversion Notice"”) in the manner set forth in Section 3(h). Each Conversion Notice shall specify the principal amount of Notes to the Company. On or before the third Business Day following be converted and the date of receipt of a Conversion Notice on which such conversion is to be effected (the "Share Delivery “Conversion Date"”). Subject to Section 3(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, the Company shall (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”) and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and promptly deliver to the address Holder a new Note for such principal amount as specified in has not been converted. (b) Not later than fifteen (10) Business Days after the Conversion NoticeDate, a certificate, registered in the name of Company will deliver to the Holder (i) a certificate or its designeecertificates containing the restrictive legends and trading restrictions required by law, for if any, representing the number of shares of Common Stock being acquired upon the conversion of Notes and (ii) Notes in principal amount equal to which the Holder shall be entitled which certificates principal amount of Notes not converted; provided, however that the Company shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, be obligated to issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive certificates evidencing the shares of Common Stock issuable upon a conversion of any Notes, until Notes are either delivered for conversion to the Company or any transfer Holder for the Notes or Common Stock, or the Holder notifies the Company that such Notes have been lost, stolen or destroyed and provides a lost instrument indemnity to the Company to indemnify the Company from any loss incurred by it in connection therewith. If such certificate or certificates are not delivered by the date required under this Section 3(b), the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Notes tendered for conversion. (i) The conversion price (“Conversion Price”) for each Note in effect on any Conversion Date shall be 10% less than the lowest 3 day average during the period beginning January 12, 2015 and ending on February 11, 2015, subject to adjustment as otherwise contemplated by this Section 3(c). (ii) In case of any Acquisition (as defined below) of the Company, then Holder shall have the right thereafter to convert any principal and interest remaining owing under this Note shall prior to the closing of any such Acquisition. At the election of Holder, Holder may convert this Note into the shares of stock and other securities and property receivable upon or deemed to be treated for all purposes as the record holder or held by holders of such shares of Common Stock following such Acquisition, and the Holder shall be entitled upon such event to receive such amount of securities or property as the transmission shares of the Common Stock, into which the Note could have been converted immediately prior to such Acquisition, would have been entitled. The terms of any such Acquisition shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section 3(c) upon any conversion following such Acquisition. This provision shall similarly apply to successive Acquisitions. “Acquisition” means (a) the closing of the sale, transfer or other disposition of all or substantially all of the VGLS’s assets, (b) the consummation of the merger or consolidation of VGLS with or into another entity (except a Conversion Notice.merger or consolidation in which the holders of capital stock of VGLS immediately prior to such merger or consolidation continue to hold at least fifty percent (50%) of the voting power of the capital stock of VGLS or the surviving or acquiring entity), or any transaction or series of transactions to which VGLS is a party in which in excess of fifty percent (50%) of VGLS’s voting power is transferred, or (c) the exclusive license of all or substantially all of the intellectual property of VGLS to a third party

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (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”) and provided that the 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 system, (B) if legends are required to be placed on certificates of common stock, issue and deliver to the address as specified in the Conversion Notice, 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 bear any restrictive legends required by Rule 144, or (BC) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 entitled, which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A II (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Company’s transfer agent (the “Transfer Agent Agent”) is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such Transfer Agent to credit such aggregate number of shares of Common Stock Shares 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.Shares

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (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 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 1 1:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (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”") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTCOTC") 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 Transfer Agent is not participating in the DTC OTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this th is Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 4:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day trading day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (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”) and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days business days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act shares of 1933 (“Rule 144”) Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer (“FAST”) Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, 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 rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock in connection with a sale, pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144144 and such issuance is not being made in connection with a sale. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third first (1st) Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date")Notice, the Company shall shall: (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”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system DTC; or (B) if the Transfer Agent 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 Conversion Notice, 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 entitled, which certificates shall not bear any restrictive legends unless required pursuant the to Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three two (32) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the remaining outstanding Principal not converted. The Person individual, corporation, partnership, limited liability company, limited liability partnership, trust, association, organization or Persons other entity (each a “Person”) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. For the purposes hereof, the term “Business Day” means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States, or any day on which banking institutions in the State of Nevada are authorized or required by law or other governmental action to close.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by emailfacsimile or electronic mail (with confirmation of receipt), facsimile (or otherwise deliver), for confirmed receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) Purchase Agreement and provided that the Transfer Agent is participating in the Depository Trust Company's ’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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Trading Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“ Conversion Notice"Notice “) to the CompanyBorrower. On or before the third Business Day following the date of receipt of a Conversion Notice (the "” Share Delivery Date"Date “), the Company Borrower shall (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”) and provided that the Transfer Agent is participating in the Depository Trust Company's Borrower’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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and the Transfer Agent and (B) if required by Section 3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (Ax) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") DTC Fast Automated Securities Transfer ProgramProgram and such Common Shares do not require the placement of any legends restricting transfer of such Common Shares, credit such aggregate number of shares of Common Stock Shares 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 (By) if (I) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (II) such Common Shares require the placement of legends restricting the transfer of such Common Shares as required by Section 2(g) of the Securities Purchase Agreement, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the aggregate number of shares of Common Stock Shares to which the Holder shall be entitled entitled, which certificates shall not certificate shall, in the case of clause (II), bear any restrictive legends unless required pursuant a legend in accordance with Section 2(g) of the Rule 144Securities Purchase Agreement. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares Common Shares on the Conversion Date. In addition to the foregoing, on such Share Delivery Date, the sum of (I) the Make-Whole Amount and (II) any accrued and unpaid Interest and Late Charges, if any, (the "Additional Conversion Obligations") on such Conversion Amount and Interest shall be paid to the Holder in Common Stock upon Shares ("Additional Conversion Shares") so long as there has been no Equity Conditions Failure; provided however, that the transmission Company may, at its option following notice to the Holder, pay such Additional Conversion Obligations on any Conversion Date in cash ("Cash Additional Conversion Payment"), or in a combination of a Cash Additional Conversion Payment and Additional Conversion Shares. The Company shall deliver a written notice (each, an "Additional Conversion Election Notice") to the Holder on or prior to the applicable Additional Conversion Notice Due Date (the date such notice is delivered to the Holder, the "Additional Conversion Notice Date") which notice (i) either (A) confirms that Additional Conversion Obligations to be paid on such Conversion Date shall be paid entirely in Additional Conversion Shares or (B) elects to pay the Additional Conversion Obligations as a Cash Additional Conversion Payment or a combination of a Cash Additional Conversion Payment and Additional Conversion Shares and specifies the amount of the Additional Conversion Obligations, if any, that shall be paid as a Cash Additional Conversion Payment and the amount of Additional Conversion Obligations, if any, that shall be paid in Additional Conversion Shares and (ii) certifies that there has been no Equity Conditions Failure. If the Equity Conditions are not satisfied as of the Additional Conversion Notice Date, then unless the Company has elected to pay such Additional Conversion Obligations as a Cash Additional Conversion Payment, the Additional Conversion Notice shall indicate that unless the Holder waives the Equity Conditions, the Additional Conversion Obligations shall be paid as a Cash Additional Conversion Payment. If the Equity Conditions were satisfied as of the Additional Conversion Notice Date but the Equity Conditions are no longer satisfied at any time prior to the Share Delivery Date, the Company shall provide the Holder a subsequent notice to that effect indicating that unless the Holder waives the Equity Conditions, the Additional Conversion Obligations shall be paid in cash. The Additional Conversion Obligations to be paid on such Share Delivery Date in Additional Conversion Shares shall be paid in a number of fully paid and nonassessable Common Shares (rounded to the nearest whole share in accordance with Section 3(a)) equal to the quotient of (1) the amount of Additional Conversion Obligations payable on the applicable Conversion Date less any Cash Additional Conversion Payment paid on the applicable Conversion Date and (2) the Interest Conversion Price in effect on the applicable Conversion Date.

Optional Conversion. To convert any Conversion Amount (a) The outstanding principal and all accrued and unpaid interest of this Note shall be convertible, at the option of the Holder, into shares of common stock of the Company ("Common Stock Stock") at the Conversion Ratio, at the option of the Holder, in four equal tranches (25% each) on any date (the following dates: December 15, 2014, March 15, 2015, June 15, 2015, and September 15, 2015. Any conversion under this Section 3(a) shall be of a "Conversion Date"), the minimum amount of US $5,000 of Notes. The Holder shall (A) transmit effect conversions by email, facsimile surrendering the Notes (or otherwise deliver)such portions thereof) to be converted to the Company, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice together with the form of conversion in the form notice attached hereto as Exhibit A (the "“Conversion Notice"”) in the manner set forth in Section 3(h). Each Conversion Notice shall specify the principal amount of Notes to the Company. On or before the third Business Day following be converted and the date of receipt of a Conversion Notice on which such conversion is to be effected (the "Share Delivery “Conversion Date"”). Subject to Section 3(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, the Company shall (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”) and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and promptly deliver to the address Holder a new Note for such principal amount as specified in has not been converted. (b) Not later than ten (10) Business Days after the Conversion NoticeDate, a certificate, registered in the name of Company will deliver to the Holder (i) a certificate or its designeecertificates containing the restrictive legends and trading restrictions required by law, for if any, representing the number of shares of Common Stock being acquired upon the conversion of Notes and (ii) Notes in principal amount equal to which the Holder shall be entitled which certificates . principal amount of Notes not converted; provided, however that the Company shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, be obligated to issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive certificates evidencing the shares of Common Stock issuable upon conversion of any Notes, until Notes are either delivered for conversion to the Company or any transfer Holder for the Notes or Common Stock, or the Holder notifies the Company that such Notes have been lost, stolen or destroyed and provides a lost instrument indemnity to the Company to indemnify the Company from any loss incurred by it in connection therewith. If such certificate or certificates are not delivered by the date required under this Section 3(b), the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Notes tendered for conversion. (i) The conversion price (“Conversion Price”) for each Note in effect on any Conversion Date shall be 10% less than the lowest 3 day average during the period beginning July 16, 2013 and ending September 15, 2013, subject to adjustment as otherwise contemplated by this Section 3(c). (ii) The Conversion Price shall be subject to adjustment as follows: (A) In case the Company shall (i) pay a dividend in shares of its capital stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of the Company, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which he would have owned or have been entitled to receive after the happening of any of the events described above, had this Note been converted immediately prior to the happening of such event. Such adjustment shall be made whenever any of the events listed above shall occur. An adjustment made pursuant to this subdivision (A) shall become effective retroactively immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (B) If, at any time while this Note is outstanding, the Company issues Common Stock or other securities convertible into, or exercisable for, Common Stock, at a price per share of Common Stock equivalent that is less than the Conversion Price (or adjusted Conversion Price if the Conversion Price has been adjusted previously), then the Conversion Price shall be reduced to an amount equal to the price per share of Common Stock equivalent in such issuance; provided, however, that any of the following issuances shall not be subject to the provisions of this subparagraph (B): (i) any borrowings, direct or indirect, from banks or similar financial institutions by the Company, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company; (ii) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Company's Board of Directors, provided that the aggregate number of such securities shall not exceed at any time fifteen percent of the then-outstanding Common Stock of the Company; or (iii) securities issued in a public offering pursuant to a registration under the Securities Act of 1933, as amended (the “Securities Act”) with an aggregate offering price to the public of at least $50,000,000. (C) If, at any time while this Note is outstanding, the Company takes any voluntary action or any event occurs as to which the foregoing subdivisions (A) through (D) are not strictly applicable, but the failure to make an adjustment in the Conversion Price hereunder would not fairly protect the rights, without dilution, represented by this Note, then the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note shall be treated for all purposes as entitled to receive the record holder or holders number of such shares of Common Stock which he would have owned or been entitled to receive after the happening of any such action or event, had this Note been converted immediately prior to the happening of any such action or event. (d) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Notes as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of Notes, such number of shares of Common Stock as shall be issuable upon the transmission conversion of the aggregate principal amount of all outstanding Notes. The Company covenants that all· shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable. (e) Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may, if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Conversion NoticePrice at such time. (f) The issuance of certificates for shares of Common Stock on conversion of Notes shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the. Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (g) Notes converted into Common Stock shall be canceled. (h) Each Conversion Notice shall be given by facsimile and by mail, postage prepaid, addressed to the Chief Financial Officer of the Company of VG Life Sciences, Inc. located ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 200, Santa Barbara, CA 93101. Any such notice shall be deemed given and effective upon the earliest to occur of (i) receipt of such facsimile at the facsimile telephone number specified in this Section 3(h), (ii) five days after deposit in the United States mails or (iii) upon actual receipt by the party to whom such notice is required to be given.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares to be converted into ADSs on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A III (the "Conversion Notice") to the CompanyCompany and the Depositary, and (B) if required by Section (4)(d)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on the ADS certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent Depositary is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, issue and deposit Ordinary Shares and instruct the Depositary to credit such aggregate number of shares of Common Stock to which the Holder shall be entitled ADSs to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system and Custodian system, as specified in the Conversion Notice or (BY) if the Transfer Agent Depositary is not participating in the DTC Fast Automated Securities Transfer Program, issue and deposit Ordinary Shares and instruct the Depositary to deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which ADSs specified in the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144Conversion Notice. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three five (35) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock ADSs issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock ADSs upon the transmission of a Conversion Notice. (ii) Company's Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of a Conversion Notice and any other documentation required by the Depositary, the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of ADSs to which the Holder is entitled upon such holder's conversion of any Conversion Amount, such event shall constitute a conversion failure, subject to the limitations on conversion outlined in Sections 4(c)(i) and (ii) below (a "Conversion Failure"), provided however, the Company shall get an extension of two Trading Days in the event that a delay occurs through no fault of the Company.

Optional Conversion. To Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert any Conversion Amount up to the Total Principal Amount, plus accrued but unpaid interest, if any, of this Note, in whole or in part at the option of the Payee, into Class A ordinary shares in the capital of Common Stock on any date the Maker (a "Conversion Date"each, an “Ordinary Share”), at a conversion price of $10.00 per Ordinary Share. The Ordinary Shares shall be identical to the Holder private placement shares issued to the Sponsor at the time of the Maker’s IPO (the “Private Placement Shares”). As promptly as reasonably practicable after notice by the Payee to the Maker to convert the principal balance of this Note, in whole or in part, into Private Placement Shares, which notice, if given, must be given at least five business days prior to the consummation of the Business Combination, and after the Payee’s surrender of this Note, the Maker shall have issued and delivered to the Payee, without any charge to Payee, a share certificate or certificates (Aissued in the name(s) transmit requested by email, facsimile (or otherwise deliverthe Payee), for receipt or shall have made appropriate book-entry notation on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 books and records of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating Maker, 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, each case for the number of shares Private Placement Shares of Common Stock to which the Holder Maker issuable upon the conversion of this Note. The conversion shall be entitled which certificates shall not bear any restrictive legends unless required pursuant deemed to have been made immediately prior to the Rule 144. If this Note is physically surrendered for conversion and close of business on the outstanding Principal of this Note is greater than the Principal portion date of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt surrender of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person person or Persons persons entitled to receive the shares of Common Stock issuable Private Placement Shares upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares Private Placement Shares as of Common Stock upon such date. Each such newly issued Private Placement Share shall include restricted legends that contemplates the transmission of a Conversion Noticesame restrictions as the Private Placement Shares that were issued to Payee in connection with the IPO. The Private Placement Shares issuable pursuant to this Note shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated April 6, 2022, by and among the Maker, the Payee and certain other security holders named therein.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email with confirmation of receipt (or otherwise deliverdeliver by method set forth in Section 7), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) and provided that the Transfer Agent Company’s transfer agent is participating in the Depository Trust Company's ’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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent 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 Conversion Notice, a certificatecertificate (or book entry), 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 rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder Holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission receipt of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A 1 (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by paragraph (b)(iii) hereof, surrender the Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission at Custodian (DWAC) system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer (FAST) Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this the Note is physically surrendered for conversion and the outstanding Principal of this the Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this the Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this the Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "" Conversion DateDate "), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "" Conversion NoticeNotice ") to the CompanyBorrower. On or before the third Business Day following the date of receipt of a Conversion Notice (the "" Share Delivery DateDate "), the Company Borrower shall (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”) and provided that the Transfer Agent is participating in the Depository Trust CompanyBorrower's ("DTC" 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall deliver (A) transmit by email, whether via facsimile (or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company. If required by Section 3(c)(iii), within three (3) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 17(b)). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the "Share Delivery Date"“Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, the Company shall (A1) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") The 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 ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian system or (B2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, 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 the Rule 144entitled. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder (or its designee) a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the "Share Delivery Date"), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to or the then existing provisions of Rule 144 book-entry position of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of shares of Common Stock Shares 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) 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”) Exchange Agreement and provided that the 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144Exchange Agreement. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A II (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 or book entry of the Securities Act of 1933 (“Rule 144”) Common Shares and provided that the Transfer Agent transfer agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, instruct the transfer agent to credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the Common Shares, issue and deliver to the address as specified in the Conversion Notice, a certificatecertificate or book-entry position, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144entitled. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount (a) The outstanding principal and all accrued and unpaid interest of this Note shall be convertible, at the option of the Holder, into shares of common stock of the Company (“Common Stock Stock”) at the Conversion Ratio, at the option of the Holder, in four equal tranches (25% each) on any date (the following dates: November 22 , 2015, February 22, 2016, May 22 , 2016, and August 22, 2016. Any conversion under this Section 3(a) shall be of a "Conversion Date"), the minimum amount of US $5,000 of Notes. The Holder shall (A) transmit effect conversions by email, facsimile surrendering the Notes (or otherwise deliver)such portions thereof) to be converted to the Company, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice together with the form of conversion in the form notice attached hereto as Exhibit A (the "“Conversion Notice"”) in the manner set forth in Section 3(h). Each Conversion Notice shall specify the principal amount of Notes to the Company. On or before the third Business Day following be converted and the date of receipt of a Conversion Notice on which such conversion is to be effected (the "Share Delivery “Conversion Date"”). Subject to Section 3(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, the Company shall (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”) and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and promptly deliver to the address Holder a new Note for such principal amount as specified in has not been converted. (b) Not later than fifteen (10) Business Days after the Conversion NoticeDate, a certificate, registered in the name of Company will deliver to the Holder (i) a certificate or its designeecertificates containing the restrictive legends and trading restrictions required by law, for if any, representing the number of shares of Common Stock being acquired upon the conversion of Notes and (ii) Notes in principal amount equal to which the Holder shall be entitled which certificates principal amount of Notes not converted; provided, however that the Company shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, be obligated to issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive certificates evidencing the shares of Common Stock issuable upon a conversion of any Notes, until Notes are either delivered for conversion to the Company or any transfer Holder for the Notes or Common Stock, or the Holder notifies the Company that such Notes have been lost, stolen or destroyed and provides a lost instrument indemnity to the Company to indemnify the Company from any loss incurred by it in connection therewith. If such certificate or certificates are not delivered by the date required under this Section 3(b), the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Notes tendered for conversion. (i) The conversion price (“Conversion Price”) for each Note in effect on any Conversion Date shall be 10% less than the lowest 3 day average during the period beginning July 2 3 , 2014 and ending August 2 1 , 2014, subject to adjustment as otherwise contemplated by this Section 3(c). (ii) In case of any Acquisition (as defined below) of the Company, then Holder shall have the right thereafter to convert any principal and interest remaining owing under this Note shall prior to the closing of any such Acquisition. At the election of Holder, Holder may convert this Note into the shares of stock and other securities and property receivable upon or deemed to be treated for all purposes as the record holder or held by holders of such shares of Common Stock following such Acquisition, and the Holder shall be entitled upon such event to receive such amount of securities or property as the transmission shares of the Common Stock, into which the Note could have been converted immediately prior to such Acquisition, would have been entitled. The terms of any such Acquisition shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section 3(c) upon any conversion following such Acquisition. This provision shall similarly apply to successive Acquisitions. “Acquisition” means (a) the closing of the sale, transfer or other disposition of all or substantially all of the VGLS’s assets, (b) the consummation of the merger or consolidation of VGLS with or into another entity (except a Conversion Notice.merger or consolidation in which the holders of capital stock of VGLS immediately prior to such merger or consolidation continue to hold at least fifty percent (50%) of the voting power of the capital stock of VGLS or the surviving or acquiring entity), or any transaction or series of transactions to which VGLS is a party in which in excess of fifty percent (50%) of VGLS’s voting power is transferred, or (c) the exclusive license of all or substantially all of the intellectual property of VGLS to a third party

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date that the Holder is permitted to effectuate a conversion pursuant to the terms of this Note (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (facsimile, or otherwise deliver)other form of delivery, for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the Company. On or before the third (3rd) Business Day following the date of receipt Holder’s transmission of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (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”) or any other applicable exemption or registration and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and the Holder provides full and complete DTC delivery instructions, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or At Custodian system, (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, 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 the Rule 144.or (C) if a restrictive legend is required to be placed on certificates of Common Stock pursuant to the then existing federal securities laws, issue and deliver to the address as specified in the Conversion Notice, 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 the applicable restrictive legends unless required pursuant the Rule 144legend. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, email facsimile (or otherwise deliver), ) for receipt on or prior to 11:59 p.m., p.m. New York, NY Time, Time on such date, date a copy of an executed notice of conversion in the form attached hereto her to as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the ·"Share Delivery Date"), the Company Co shall (A) if 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”) and provided that the 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 OTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is A not participating in the DTC OTC Fast Automated Securities Transfer ProgramProgram , issue and deliver to deli the address as specified in the Conversion Notice, Notice 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 s entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, . upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY TimeYork City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company and (B) if required by Section 3(c), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). Promptly following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the “Transfer Agent”). On or before the third fifth Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (A1) 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”X) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“DTC"”) Fast Automated Securities Transfer ProgramProgram and so long as the certificates therefor are not required to bear a legend pursuant to Section 5(c) of the Securities Purchase Agreement, 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 entitled, which certificates certificate shall not bear any restrictive legends legend unless the certificate is required to bear such a legend pursuant to Section 5(c) of the Rule 144Securities Purchase Agreement, and (2) pay to the Holder in cash an amount equal to the sum of (A) the amount of any accrued and unpaid Interest on the applicable Conversion Amount being converted through the Conversion Date and (B) any accrued and unpaid Late Charges on such Conversion Amount and Interest. Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedAmount, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m.9:30 a.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section 3(c)(iii), surrender this Debenture to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Debenture in the case of its loss, theft or destruction). On or before the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent (a “Confirmation Receipt”). On or before the third Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) and provided that the 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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144entitled. If this Note Debenture is physically surrendered for conversion as required by Section 3(c)(iii) and the outstanding Principal of this Note Debenture at the time of such conversion is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission Conversion Date. All Conversion Amounts converted by the Holder after the Mandatory Conversion Notice Date shall reduce the Conversion Amount of a this Debenture required to be converted on the Mandatory Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) Ordinary Shares and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Ordinary Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Ordinary Shares upon the transmission of a Conversion Notice.

Optional Conversion. To Upon delivery of the Conversion Notice attached hereto to the Company, the Holder has the right, at the Holder’s option, at any time prior to payment in full of the principal balance of and accrued interest on this Note, to convert any Conversion Amount this Note, in accordance with the provisions of this Section 4, in whole or in part (if in part, in principal amounts of no less than $100,000, and in $100,000 increments), into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company’s common stock, which are fully paid, nonassessable, fully registered and immediately transferable, subject only to compliance with all applicable securities laws and regulations. On This Note, or before the third Business Day following the date any portion thereof, will be convertible into that number of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 fully paid and nonassessable shares of the Securities Act Company’s common stock equal to (i) the principal amount of 1933 the Note being converted divided by (“Rule 144”ii) and provided that the Transfer Agent is participating in Conversion Price. Provided, however, Holder will only be able to convert the Depository Trust Note, or any portion thereof, into shares of the Company's ("DTC") Fast Automated Securities Transfer Program, credit ’s common stock if Holder’s total beneficial ownership of the Company’s common stock immediately after such aggregate conversion would be less than 4.9% of the Company’s then total number of issued and outstanding shares of Common Stock common stock (nothing herein shall prevent Holder from entering into an agreement to which the Holder shall be entitled to the Holder's sell all or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedshares into which this Note would convert as long as the closing on any such sale occurs simultaneously with the conversion of the Note so that Holder’s percentage ownership of Company’s common stock never surpasses 4.9%). Notwithstanding the immediately preceding sentence, then if ▇▇▇▇▇▇’s post-conversion beneficial ownership of the Company shallCompany’s common stock would be five percent (5.0%) or greater, upon Holder may convert the Note, or any portion thereof, if (and only if) Holder has fully disclosed any and all information, has executed any documents, and has taken all other steps, required by any applicable gaming agency or regulatory authority for holders of 5.0% or more of the Company’s common stock (the “Disclosure Requirements”), and agrees to make all such information available in the future and to comply with any request of the Holder, as soon as practicable and in no event later than three Company or any applicable gaming agency or regulatory authority or otherwise fully complies with (3on a timely basis) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders requirements of such shares of Common Stock upon the transmission of a Conversion Noticeapplicable gaming agency or regulatory authority.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the third Business (3rd) Trading Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) and Shares and, provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled entitled, which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Rule 144Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (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”") and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTCOTC") 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 OTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC OTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a ofa Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "Conversion Notice") to the CompanyCompany and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (AX) 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”) and provided that the 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 (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 rules and regulations of the Rule 144Commission. If this Note Debenture is physically surrendered for conversion and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice. 2 Insert price equal to 120% of the closing price of the share on the Trading Day immediately prior to the date of the First Closing.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the then existing provisions 1933 Securities Act, as amended or (ii) the Holder or its transfer agent shall have been furnished with an opinion of ▇▇▇▇▇▇’s counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 of under the Securities Act of 1933 (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 3(b) and provided that the Transfer Agent who 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 an Accredited Investor. Subject to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Programremoval provisions set forth below, issue and deliver to the address until such time as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall have been registered under the Act or otherwise may be treated sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for all purposes as the record holder or holders of such shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the transmission legend, shall bear a legend substantially in the following form, as appropriate: The legend set forth above shall be removed and the Company shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act and the shares are so sold or transferred, (ii) such Holder provides the Company or its transfer agent with reasonable assurances that the Common Stock issuable upon conversion of this Note (to the extent such securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a Conversion Noticeparticular date that can then be immediately sold.

Optional Conversion. To (a) The Investor may, at its discretion any time prior to the Maturity Date, convert the Principal Amount, in whole or in part, plus any Conversion Amount accrued, unpaid interest due under this Note (together, the “Converted Amount”) into shares of Common Stock on any date (of the Company at a "Conversion Date")conversion price of $0.14, such that upon conversion of the Converted Amount, the Holder Investor shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in receive the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (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”) and provided that the 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 equal to which the Holder quotient of (i) the Converted Amount, divided by, (ii) $0.14. Before the Investor shall be entitled to convert this Note, in whole or in part, into shares of Common Stock hereunder, the Holder's Investor shall surrender this Note, duly endorsed, at the office of the Company (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note), and shall give written notice to the Company at its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if principal corporate office, of the Transfer Agent is not participating election to convert the same pursuant to this section, and shall state the Converted Amount and the name in which the DTC Fast Automated Securities Transfer Programcertificate for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to the address as specified in the Conversion Notice, Investor (i) a certificate, registered in the name of the Holder or its designee, certificate for the number of shares of Common Stock to which the Holder Investor shall be entitled upon conversion of the Converted Amount (bearing such legends as are required by the Note Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), (ii) a new note, bearing the same terms as this Note, for the amount of the remainder of the Principal Amount not elected to be converted (if any) (the “Remainder Amount”), and (iii) any other securities and property to which certificates the Investor is entitled upon such conversion under the terms of this Note. The conversion shall not bear any restrictive legends unless required pursuant be deemed to have been made immediately prior to the Rule 144. If close of business on the date of the surrender of this Note is physically surrendered for conversion Note, and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a such conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission as of a Conversion Noticesuch date.

Optional Conversion. To convert any Conversion Amount the Note pursuant to an optional conversion into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "“Conversion Notice"”) to the CompanyCadrenal Therapeutics. On or before the third tenth (10th) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company Cadrenal Therapeutics shall (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”) and provided that the Transfer Agent is participating in the Depository Trust Company's Company ("“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 ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall deliver (A) transmit by emailwhether via facsimile, facsimile (electronic mail or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York, NY TimeYork time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A I (the "“Conversion Notice"”) to the Company. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any form of Conversion Notice be required. If required by Section 3(c)(iii), within three (3) Trading Days following a conversion of this Debenture as aforesaid, the Holder shall surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Debenture in the case of its loss, theft or destruction as contemplated by Section 19(b)). On or before the third Business first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the second (2nd) Trading Day following the "Share Delivery Date")date of receipt of a Conversion Notice, the Company shall (A1) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") DTC Fast Automated Securities Transfer ProgramProgram and further provided that the Registration Statement is then effective or such shares are freely transferable without restriction under Rule 144 under the Securities Act by a Holder who is not an affiliate of the Company, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian system or (B2) if the Transfer Agent is conditions set forth in clause (1) are not participating in the DTC Fast Automated Securities Transfer Programsatisfied, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeedesignee (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for such shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Conversion Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), 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 the Rule 144entitled. If this Note Debenture is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder Holder (or its designee) a new Note Debenture (in accordance with Section 19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon on the transmission of a Conversion NoticeDate.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "“Conversion Date"”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY York Time, on such date, a copy of an executed conversion notice of conversion in the form attached hereto as Exhibit A Annex 1 (the "“Conversion Notice"”) to the Company in accordance with Section 14 hereof, with a copy to the Company’s transfer agent (the “Transfer Agent”) for the Common Stock, Computershare Trust Co., per notice instructions provided by the Company and (B) if required by Section 3(e), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the third second (2nd) Business Day following the date of receipt of a Conversion Notice (the "“Share Delivery Date"”), the Company shall (AX) 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”) and provided that the Transfer Agent is participating in the Depository Trust Company's ’s ("“DTC"”) Fast Automated Securities Transfer Program, Program credit such aggregate number of shares of Common Stock to which the Holder shall be entitled (the “Conversion Shares”) to the Holder's ’s or its designee's ’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (BY) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144Conversion Shares. If this Note is physically surrendered for conversion as required by Section 3(e) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 7 hereof) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable Conversion Shares upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares on the Conversion Date. Provided that the Holder has fully complied with its obligations hereunder, including, without limitation, delivery of all required documentation, if within three (3) Trading Days after the Company’s and the Transfer Agent’s receipt of Conversion Notice, the Transfer Agent shall fail to issue and deliver to such Holder a certificate representing the Conversion Shares that is free from all restrictive and other legends, and if on or after such trading day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock upon the transmission to deliver in satisfaction of a sale by the Holder of shares of Common Stock that the Holder anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing bid price on the Conversion NoticeDate; provided, however, that the Company shall have no obligation under this provision if the Company has delivered to the Transfer Agent the documentation required to meet its obligations hereunder and the failure of such obligations to be met is the sole responsibility of the Transfer Agent.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 5:00 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (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”) and provided that the 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 Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, 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 the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.