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 deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit 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 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the 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 on the 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 on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, facsimile or electronic mail or otherwisemail), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. Any Conversion Notice received by the Company in accordance with the terms of this Note after 11:59 p.m., New York time, on any day shall be deemed received by the Company on the next following Trading Day. 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 first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then are eligible to 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, of receipt of such Conversion Notice 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 (or is deemed to have 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 Deadline”), the Company shall shall, (1) after the Resale Eligibility Date and provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program 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”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, which balance account Holder shall designate in the applicable Conversion Notice, or (2) prior to the Resale Eligibility Date or 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 send (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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the 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 on the 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 after 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 effectResale Eligibility Date, 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 applicableConversion Shares, 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 Lender shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 5:00 p.m., New York timePacific Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I A (the “Conversion Notice”) to the Company. If Borrower and (B) if required by Section 3(c)(iii6(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 common carrier for delivery to the Company Borrower 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 as contemplated by Section 18(b)destruction). On or before the 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 The Borrower shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder Lender 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 lawBorrower’s transfer agent, 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 DeadlineTransfer Agent”), the Company shall (1) provided that the . The Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 certificatecertificate or certificates, registered in the name of the Holder Lender or its designee, for the number of shares of Common Stock to which the Holder Lender shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii6(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall as soon as practicable and in no event later than five ten (510) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d15(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 on the 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 a Preferred Share into shares of Common Stock on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwisemail), for receipt on or prior to 4:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(iii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b21(b)). On or before the 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 Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Company’s transfer agent (the “Transfer Agent 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 of receipt of 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 on the Principal Market initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program 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”)Program, credit such aggregate number of shares of Common Stock to which the such Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) 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 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 pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five (5) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the such Holder (or its designee) a new Note Preferred Share Certificate (in accordance with Section 18(d21(d)) 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 on the Conversion Date. In the event of a partial connection with any conversion of this Note pursuant heretoPreferred Shares by a Holder, the Principal amount number of Preferred Shares converted by such Holder shall be deducted from the Installment Amount(s) of such Holder 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 on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit 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 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 Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice 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 DeadlineDate”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program 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 that the Company has not notified the Holder prior thereto that a Grace Period the registration statement is in effect and continuingnot available pursuant to the terms of the Registration Rights Agreement) (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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no the DTC Issuance Condition has not 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) 4.1 of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must shall contain the legend required by Section 5(c) 4.1 of the Securities 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 as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the 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 on the 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 on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, facsimile or electronic mail or otherwisemail), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. Any Conversion Notice received by the Company in accordance with the terms of this Note after 11:59 p.m., New York time, on any day shall be deemed received by the Company on the next following Trading Day. 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(b15(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then are eligible to 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, of receipt of such Conversion Notice 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 (or is deemed to have received) a Conversion Notice (or such earlier date as required pursuant to the 1934 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 Deadline”), the Company shall shall, (1) after the Resale Eligibility Date and provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program 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”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, which balance account Holder shall designate in the applicable Conversion Notice, or (2) prior to the Resale Eligibility Date or 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 send (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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d15(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 on the 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 Note, after 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 effectResale Eligibility Date, 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 applicableConversion Shares, and for which the Holder has not yet settled.

Optional Conversion. To The Holder may convert any Conversion Amount into shares of Common Stock on any date Conversion Date by (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmitting by facsimile or electronic mail (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto to the form of Note as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii)Company and (B) (i) if the Notes are Definitive Notes, within two (2) Trading Days following a conversion of this Note as aforesaid, surrendering the Holder shall surrender this Note Notes to a nationally recognized overnight delivery service reputable 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 the Notes in the case of its loss, theft or destruction as contemplated by Section 18(bdestruction)), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the first (1st) Trading third Business 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 a notice addressed to the Holder and the Conversion Agent confirming (i) receipt of such Conversion Notice and instructions (ii) the method by which the Company intends 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 satisfy its Conversion Notice Obligation 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 pursuant to such conversionSection 4.06. If the shares of Common Stock issuable upon the conversion Definitive Notes are not 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 by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal principal amount of this Note the Notes (together with any accrued and unpaid interest thereon) is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and no later than three Business Days following, receipt of the Notes, and in no event later than five (5) Business Days after receipt of this Note and each case at its own expense, issue issue, and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder (or its designee) Holder, a new Definitive Note (in accordance with Section 18(d)) representing the outstanding Principal principal amount of the Notes not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note the Notes shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note the Notes pursuant heretohereto or to the terms of the Note, the Principal amount Conversion Amount converted shall be deducted from the Installment Amount(s) relating aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in terms of this Indenture and such 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 settledfollowing such partial conversion.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder Lender shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 5:00 p.m., New York timeEastern Standard Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I B (the “Conversion Notice”) to the Company. If Borrower and (B) if required by Section 3(c)(iii6(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 common carrier for delivery to the Company Borrower 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 as contemplated by Section 18(b)destruction). On or before the 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 The Borrower shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder Lender 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 lawBorrower’s transfer agent, 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 DeadlineTransfer Agent”), the Company shall (1) provided that the . The Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 certificatecertificate or certificates, registered in the name of the Holder Lender or its designee, for the number of shares of Common Stock to which the Holder Lender shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii6(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Borrower shall as soon as practicable and in no event later than five ten (510) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d14(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 on the 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 or all of the Outstanding Balance into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I A (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two Company and (2B) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service 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 as contemplated by Section 18(bdestruction)). On or before the 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 of receipt of a Conversion Notice, the Company has received shall transmit by e-mail or 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 fourth (4th) Trading Day following the date of receipt of 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 DeadlineDate”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 pursuant to such conversionentitled. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) less than all of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note Outstanding Balance 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 as soon as practicable and in no event later than five (5) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d)) of like tenor representing the outstanding Principal Outstanding 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 on the 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”)date, the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion "CONVERSION Notice”") to the Company. If Company and (B) 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 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 as contemplated by Section 18(b)destruction). On or before 4:00 p.m., New York Time, on the first second (1st2nd) 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 a 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 Company's transfer agent, if any (the "TRANSFER AGENT"). The date on which confirmation shall constitute an instruction the Holder satisfies the foregoing requirements is hereinafter referred to as the Transfer Agent to process such Conversion Notice in accordance with the terms herein"CONVERSION DATE". On or before 4:00 p.m., New York Time, on the second third (2nd3rd) Trading Day following the date on which the Company has received of receipt of 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 Deadline”"SHARE DELIVERY DATE"), the Company shall (1X) provided that the Transfer Agent Agent, if any, is participating in the Depository Trust Company ("DTC’s ") Fast Automated Securities Transfer Program 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”)Program, credit such aggregate number of shares of Common Stock Shares 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 at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, Program or if the DTC Fast Automated Securities Transfer Program foregoing is otherwise not available for the issuance of such Common Stock, then upon the request of the Holderapplicable, 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 Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to 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 as soon as practicable and in no event later than five three (53) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d22(d)) representing the same indebtedness to the extent of 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 on the 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 on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If 1 Insert 110% of the quotient of (x) the sum of the VWAP of the Common Stock on each of the three (3) consecutive Trading Days ending and including the Trading Day ended immediately preceding the Closing Date, divided by (y) three (3). required by Section 3(c)(iii), within two three (23) 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(b19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of 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, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent 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 third (2nd3rd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier other 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program 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 may be issued without legends under 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) 1933 Act (as applicable, the “DTC Issuance Condition”defined below), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or such shares of Common Stock may not be issued without legends under the 1933 Act (as defined below), 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(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 on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, (x) 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 Notice and (y) the contrary contained in this Note or the Registration Rights Agreementamount of Restricted Principal converted, while the Registration Statement (as defined if any, shall be set forth 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 settledapplicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 5:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany (with any Conversion Notice received after 5:00 p.m., New York time, on any date being deemed to have been received on, and the Conversion Date shall be, the next Business Day following receipt). If required by Section 3(c)(iii‎3‎(c)‎(iii), within two three (23) Trading Days following a conversion of this Note Security as aforesaid, the Holder shall surrender this Note Security to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note Security in the case of its loss, theft or destruction as contemplated by Section 18(b‎16(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment and confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the “Transfer Agent”) in the form attached hereto as Exhibit II, which acknowledgment shall (A) contain a representation as to whether such shares of 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 (B) constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second third (2nd3rd) 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program 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”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase Agreement. If this Note Security is physically surrendered for conversion pursuant to Section 3(c)(iii‎3(c)(iii) and the outstanding Principal Par Amount of this Note Security is greater than the Principal portion of the Par Amount comprising the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note Security and at its own expense, issue and deliver to the Holder (or its designee) a new Note Security (in accordance with Section 18(d‎16(d)) representing the outstanding Principal Par Amount not converted; provided, that the Holder shall be permitted to convert such new Security at any time without regard to the date of the Holder’s receipt of such new physical certificate with respect to such new Security. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Security shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the 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 deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 5:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit 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 first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail or otherwise a treasury direction and acknowledgment of confirmation and representation as to whether or not such Common Stock Shares may then be resold pursuant to Rule 144 without limitations with respect to the volume or manner of sale restrictions set forth therein or an effective and available registration statement, and as to whether or not such Common Shares are subject to any restricted or hold periods under applicable Canadian Securities Laws or a Canadian Prospectus (as defined in the Company shall transmit by facsimile Registration Rights Agreement) qualifying their distribution has been filed and a receipt or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to a decision document from the Transfer Agentapplicable Canadian Securities Commissions (as defined in the Registration Rights Agreement) in connection therewith has been obtained, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion Required Unrestricted Conditions 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”)satisfied, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been Program or the Required Unrestricted Conditions are not 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 Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the 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 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 on the 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 after the Effective Date (as defined in the Registration Rights Agreement) of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period after a receipt or a decision document from the applicable Canadian Securities Commissions has been obtained in relation to the equivalent Canadian Prospectus (as defined in the Registration Rights Agreement) is ), but prior to the Holder’s receipt of a notice of a Suspension (as defined in effectthe Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock 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 been named in the Registration Statement and has certified that such Holder has entered into a contract for sale, an arrangement with a broker for sale or a 10b5-1 plan 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 (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 9:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two three (23) 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(b19(b)). On or before the 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 Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent 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 third (2nd3rd) 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program 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”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(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 on the 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 after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a 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 on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit 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(b17(b)). On or before the 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d17(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 on the 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 a Preferred Share into Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(iii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b17(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of 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, of receipt of such Conversion Notice to the such Holder and the Transfer Agent 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 first (2nd1st) Trading Day following the each 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 Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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”)FAST, credit such aggregate number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, 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 such Holder, 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 Conversion Shares to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver mail to the such Holder (or its designee) by overnight courier service a new Note Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d17(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares 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 Conversion Shares on the Conversion Date. In Notwithstanding the event foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of a partial conversion issuance of this Note Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant heretoto such Conversion Notice, the Principal amount converted Share Delivery Deadline with respect to any such Conversion Notice shall be deducted from the Installment Amount(slater of (x) relating to the Installment Date(sdate of issuance of such Preferred Shares and (y) as set forth in the applicable first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Note Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a 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 such 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 such Xxxxxx 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 such Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “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(b20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, (x) if the applicable Alternate Conversion Price is less than the “alternate conversion price” specified on such Conversion Notice, the Holder may deliver an updated Conversion Notice to the Company correcting the Alternate Conversion Price (and aggregate number of Ordinary Shares to be issued) as specified in such Conversion Notice (provided, that if such Common Stock updated Conversion Notice is not delivered to the Company on or prior to 10:00am, New York time on the Trading Day immediately following the applicable Conversion Date, the applicable Share Delivery Deadline shall be extended by one (1) Trading Day and (y) the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, 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, “Acknowledgement”) to the Holder and the Company’s transfer agent (the “Transfer Agent 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 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 Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program 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 ConditionFAST”), 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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, 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 Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Outstanding Principal Value of this Note is greater than the Outstanding Principal Value portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d20(d)) representing the outstanding Outstanding Principal Value of this Note 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 on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Outstanding Principal amount Value of this Note 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 after the effective date of the Registration Statement (as defined in and prior to the Registration Rights Agreement) is effective and no Holder’s receipt of the notice of an Allowable 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 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 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 deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 5:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit 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 first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail or otherwise a treasury direction and acknowledgment of confirmation and representation as to whether or not such Common Stock Shares 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, of receipt of such Conversion Notice 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program 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) Required Unrestricted Conditions (as applicable, defined in the “DTC Issuance Condition”)Securities Purchase Agreement) are satisfied, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been Program or the Required Unrestricted Conditions are not 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 Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the 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 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 on the 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 after the Effective Date (as defined in the Registration Rights Agreement) of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a 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 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 been named in the Registration Statement and has certified that such 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. At any time on or after September 1, 2020, in connection with any conversion of this Note hereunder, in the event that an effective registration statement is not available for the resale by the Holder of all, or any part, of the Common Shares issuable in such conversion and such Common Shares are not eligible to be resold by the Holder pursuant to Rule 144 (such applicable Common Shares not eligible or available, as applicable, for resale by the Holder through an effective registration statement or in reliance on Rule 144, each a “Restricted Share”), the Company shall pay cash in exchange for the cancellation of such portion of this Note convertible into such Restricted Shares at a price equal to the sum of (i) the product of (x) such aggregate number of Restricted Shares and (y) the VWAP of the Common Shares on such Conversion Date and (ii) to the extent of any Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith (collectively, the “Restricted Share Cancellation Amount”). For the avoidance of doubt, if at any time on or after September 1, 2020, both an effective registration statement and Rule 144 are not available to the Holder for the resale of Common Shares issuable upon conversion of this Note and the Company has delivered at least five (5) Trading Days prior written notice to the Holder that both an effective registration statement and Rule 144 are not available to the Holder for the resale of Common Shares issuable upon conversion of this Note and that the Company shall satisfy all conversions hereunder in cash, until such time as such written notice is revoked by the Company, (I) the Holder shall receive upon conversion of this Note the applicable Restricted Share Cancellation Amount with respect to each such conversion, (II) the Company shall not be obligated to pay any additional amounts pursuant to Section 3(c)(ii) below in connection with the failure to delivery Common Shares in connection therewith and (III) the failure to deliver such Common Shares shall not be an Triggering Event or an Event of Default hereunder.

Optional Conversion. To convert any one or more Preferred Shares into Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(ii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of 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, of receipt of such Conversion Notice to the such Holder and the Transfer Agent Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the second first (2nd1st) Trading Day following the each 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 Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program (“FAST”) and either (x) the such shares of Common Stock issuable (i) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such conversion are eligible Holder provides such documentation or other information evidencing the sale of the share of Common Stock as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirements of a medallion guarantee or a legal opinion) or (ii) may be resold sold by the such Holder pursuant to Rule 144 or of the 1933 Act, as applicable (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 ConditionResale Eligibility Conditions”), credit such aggregate number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in FAST or the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been Resale Eligibility Conditions are not 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 such Holder, 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 Conversion Shares to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver mail to the such Holder (or its designee) by overnight courier service a new Note Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares 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 Conversion Shares on the Conversion Date. In Notwithstanding the event foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of a partial conversion issuance of this Note Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant heretoto such Conversion Notice, the Principal amount converted Share Delivery Deadline with respect to any such Conversion Notice shall be deducted from the Installment Amount(slater of (x) relating to the Installment Date(sdate of issuance of such Preferred Shares and (y) as set forth in the applicable first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Note Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a 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 such 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 such Xxxxxx 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 such Holder has not yet settled.

Optional Conversion. To Each share of Series A Preferred Stock shall be convertible, at the option of the Holder thereof, at any time, and from time to time, including any time prior to a Mandatory Redemption, into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price. In order to convert any Conversion Amount shares of Series A Preferred Stock into shares of Common Stock on any date (a “Conversion Date”pursuant to this Section 7(a), the Holder shall deliver must surrender the certificates (whether via facsimileor if such Holder has so elected to hold its Series A Preferred Stock in uncertificated book-entry shares with the Company’s transfer agent, electronic mail then such uncertificated book-entry shares) representing such shares of Series A Preferred Stock (or, if such certificate or otherwise)certificates have been lost, for receipt on stolen, or prior to 4:59 p.m., New York time, on such datedestroyed, a copy of an executed notice of conversion lost certificate affidavit and indemnity in the form attached hereto as Exhibit I (the “Conversion Notice”) and substance reasonably acceptable to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion accompanied by transfer instruments reasonably satisfactory to the Company, at the principal office 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 such other place mutually acceptable to the Holder and the Company), together with written notice that such Holder elects to convert all or such number of shares represented by such certificates as specified therein. With respect to a conversion pursuant to this Note in the case of its lossSection 7(a), theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Noticesuch certificates, if together with such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statementnotice, by 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 (2ndimmediately preceding sentence) Trading Day following its authorized agent will be the date on which of conversion (an “Optional Conversion Date”). In the event that (i) a Holder transfers shares of Series A Preferred Stock and (ii) the Holder subsequently receives written notice from the Company has received that such transfer was not permitted by and in accordance with the Investment Agreement (a Conversion Notice (or such earlier date as required pursuant to “Non-Compliant Transfer”), 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 so transferred shall be automatically converted into shares of Common Stock issuable pursuant at the Conversion Price in effect immediately prior to such Conversion Notice) transfer (in which case the “Share Delivery Deadline”), the Company date of such transfer shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible be deemed 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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the 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 on the Conversion Date. In ) if such shares are not transferred back to such Holder within 30 days of receiving the event Company’s notice of Non-Compliant Transfer; provided that if at such time Holder is contesting in good faith the Company’s conclusion that such transfer was a partial Non-Compliant Transfer, no such 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 occur until such dispute 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 settledbeen resolved.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “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(b20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, 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, “Acknowledgement”) 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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”)FAST, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d20(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 on the 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 after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a 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 on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmit by electronic mail (or otherwiseotherwise deliver), for receipt delivery on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii), within two but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (2) Trading Days following a conversion of this Note as aforesaiddefined below), the Holder shall surrender this Note to a nationally recognized overnight delivery service 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 theft, destruction or destruction as contemplated by mutilation in compliance with the procedures set forth in Section 18(b19(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 first (1st) Trading Day following the date of receipt delivery 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 a 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 Company’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 hereinAgent”). 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 Company Holder 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 delivered the applicable Conversion Date of such shares of Common Stock issuable pursuant Notice to such Conversion Notice) the Company (the a “Share Delivery DeadlineDate”), the Company shall (1x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (xA) the shares applicable Conversion Shares are subject to an effective resale registration statement in favor of Common Stock issuable pursuant to such conversion are eligible to the Holder or (B) if converted at a time when Rule 144 would be resold available for resale of the applicable Conversion Shares 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”)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 or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system system, or (2y) 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, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise if converted at a time when Rule 144 would not be available for resale of the issuance of such Common Stock, then upon the request of applicable Conversion Shares by 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to 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 as soon as practicable and in no event later than five two (52) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(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 on the 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. In The Company’s obligations to issue and deliver shares of Common Stock in accordance with the event terms and subject to the conditions hereof are absolute and unconditional, irrespective of a partial conversion of this Note pursuant heretoany action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Principal amount converted shall be deducted from recovery of any judgment against any Person or any action to enforce the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Noticesame, or any setoff, counterclaim, recoupment, limitation or termination. 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 effectWhile any Notes are outstanding, 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 use a transfer agent that participates 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 settledDTC 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 deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 4:00 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii1(c)(ii), within two (2) Trading Days following a conversion of this Note as aforesaid, cause the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery be delivered to the Company (as soon as practicable on or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b))following such date. On or before 4:00 p.m., New York Time, on the first (1st) Trading Business 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 a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder (at the facsimile number provided in the Conversion Notice) and the Company’s transfer agent, if any (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before 4:00 p.m., New York Time, on the second third (2nd3rd) Trading Business Day following the date on which the Company has received of receipt of 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 DeadlineDate”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 pursuant to such conversionentitled. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii1(c)(ii) and the outstanding Principal principal of this the Note is greater than the Principal principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this the Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal principal not converted. The Person person or Persons persons entitled to receive the shares of Common Stock 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 on the 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 Company Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii2(e)(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 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 as contemplated by Section 18(b)destruction). On or before the first second (1st2nd) Trading Business 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 a 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(as defined below). On or before the second third (2nd3rd) Trading Business Day following the date on which the Company has received of receipt of 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 DeadlineDate”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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 or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 Company Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii2(e)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note (the “Note Delivery Date”) and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Company 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 Company Common Stock on the 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 Date to the extent applicable, and for which the Holder has not yet settledpermitted by applicable law.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwiseas otherwise provided in Section 23(a)), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the CompanyCompany and the Trustee. 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(b17(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, an “Acknowledgement”) to the Holder, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice Trustee and instructions to the Company’s transfer agent (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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program 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 ConditionFAST”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d17(d)) 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 on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Principal outstanding hereunder, including for purposes of determining 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 deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m.11:59 a.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit 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 first second (1st2nd) 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 and representation as to whether such Conversion Notice Common Shares may then be resold pursuant to Rule 144 (assuming the Holder executes a standard representation letter relating thereto) or an effective and instructions to the Transfer Agentavailable registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice 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 Deadline”), the Company shall (1) provided that the Common Shares to be issued pursuant to such Conversion Notice are then Freely Tradable by the Holder and the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program 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”)Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, Program or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common StockShares are not then Freely Tradable by the Holder, then upon the request of the Holder, issue and deliver dispatch (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 Shares to which the Holder shall be entitled pursuant to such conversion. If the shares conversion or proof of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase Agreementissuance in uncertificated form. 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 as soon as practicable and in no event later than five three (53) Business Trading Days after receipt of this Note and at its own expense, issue and deliver dispatch (via reputable courier) to the 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 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 on the 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 after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a 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 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 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 on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit 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 first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of 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, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program 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”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities 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 as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the 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 on the 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 after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a 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 on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 5:00 p.m., New York timeEastern Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Holdings and (B) 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 common carrier for delivery to the Company Holdings 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 as contemplated by Section 18(b)destruction). On or before the first (1st) Trading Business 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 Holdings shall transmit by facsimile or electronic mail an acknowledgment of email a 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 hereinAgent. On or before the second third (2nd3rd) Trading Business Day following the date on which the Company has received of receipt of 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 DeadlineDate”), Holdings shall deliver the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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 or its designee’s balance account with DTC through its by Deposit/Withdrawal at Custodian system (“DWAC”) or (2) if other available means of electronic delivery through 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase AgreementDepository Trust Company. If this Note is physically surrendered for conversion pursuant to 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 convertedconstituting principal, then the Company Holdings at its own expense shall as soon as practicable and in no any event later than either (i) mail to the holder within three (3) Business Days after receipt of this Note a new Note (in accordance with Section 12(d)) representing the outstanding Principal not converted, or (ii) deliver to the Holder within five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d12(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 on the 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 Date to the extent applicable, and for which the Holder has not yet settledpermitted by applicable law.

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Stock on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(iii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b17(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of 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, of receipt of such Conversion Notice to the such Holder and the Transfer Agent 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 each 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program 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”)FAST, credit such aggregate number of shares of Common Stock to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, 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 such Holder, 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 pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the such Holder (or its designee) a new Note Preferred Share Certificate (in accordance with Section 18(d17(d)) 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 on the 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 Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a 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 such 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 such Hxxxxx 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 such 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 (whether via facsimile, electronic mail facsimile or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two three (23) 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(b17(b)). On or before the first third (1st3rd) 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 Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’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 hereinAgent”). On or before the second third (2nd3rd) Trading Day following the date on which the Company has received of receipt of 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 Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s The DTC Fast Automated Securities Transfer Program 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”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not 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 by Section 5(c) of the Securities Purchase Agreemententitled. 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 as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d17(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 on the 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 on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmit by facsimile or electronic mail (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii), within two but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (2) Trading Days following a conversion of this Note as aforesaiddefined below), the Holder shall surrender this Note to a nationally recognized overnight delivery service 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 as contemplated by Section 18(b)destruction). On or before the first second (1st2nd) 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 Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) 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 DeadlineDate”), the Company shall (1x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to Conversion Shares can then be resold immediately sold or transferred 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 an effective 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”)or Rule 144, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at At Custodian system or (2y) 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 Holderotherwise, 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 pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant , such certificate to Section 5(d) of the Securities Purchase Agreement, then contain such shares of Common Stock issued upon conversion must contain the legend legends as may be required by Section 5(c2(g) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to 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 as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d21(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 on the 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 a partial conversion the Principal amount of this Note pursuant heretoprior to any applicable Installment Date, the Principal amount Conversion Amount so converted shall be deducted in reverse order starting from the final Installment Amount(s) relating Amount to be paid hereunder on the final Installment Date(s) as set forth 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 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.