Common use of Voluntary Conversion Clause in Contracts

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest), this Note shall be convertible into Note Shares at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than within 2 Business Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (such date, or the date of a mandatory conversion pursuant to Section 4(d), the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received actually delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture has been so converted plus all accrued and unpaid interest thereon has been so convertedpaid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Note to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than within 2 Business Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible convertible, in whole or in part, into Note Common Shares at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversionsCompany. The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within two (2) Business Days of receipt delivery of such noticeNotice of Conversion. In no event shall the event Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any dispute other security of the Company subject to a limitation on conversion or discrepancyexercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the records Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. No conversions by the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason made within less than three (3) months of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreementprior conversion.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a “such date, the "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than within 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 7(d) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon to be converted and the date on which such conversion is to be effected (a “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 3 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices However, at the Company's request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be irrevocable, except as provided in Section 4.21 of the Purchase Agreementissued to Holder.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c)(i) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex ANNEX A (a “Notice of Conversion”"NOTICE OF CONVERSION"), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “Conversion Date”"CONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock (“Conversion Shares”) at the option of the Holder, in whole or in part part, at any time and from time to time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes this Debenture, and accrued interest thereon thereon, to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder Any and all conversion hereunder shall be made in amounts of not less than $10,000 (and in increments of $10,000) unless the Company shall maintain records showing balance of the principal outstanding debenture amount converted is less than $10,000 and the date of then in such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 Business Days of receipt of such notice. In the event of any dispute or discrepancyevent, the records entire amount of the Holder debenture shall be controlling and determinative in the absence converted into shares of manifest error. The Common Stock if Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreementelects to convert such balance.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a notice of conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s), which records shall be reconciled by the Company and the Holder in writing (by facsimile, e-mail or other written form) after each such conversion. The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest), this Note is no longer outstanding, the principal of this Note and any accrued interest thereon shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part Holder at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Note to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionprincipal amount converted. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within two (2) Business Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraphSection 4(a), following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible convertible, in whole and not in part, into Note Shares Common Units at the option of the Holder, in whole or in part at any time and from time to timetime (subject to Section 4(b) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversionsCompany. The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within two (2) Business Days of receipt delivery of such noticeNotice of Conversion. In Hxxxxx agrees and acknowledges that upon written consent of the event of any dispute or discrepancyCompany and the Requisite Holders, the records aggregate principal amount of all the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assigneeoutstanding Notes, by acceptance of including this Note, acknowledge and agree thatshall convert into Common Units at the Conversion Price. For clarity, such consent by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices Requisite Holders shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreementbinding upon all Holders.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 3 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)Date, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(b) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex ANNEX A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon the Debenture to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received hereunderby the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes the Debenture to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within three Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 7(d) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 5 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be irrevocable, except as provided in Section 4.21 of the Purchase Agreementissued to Holder.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon this Note to be converted and the date on which such conversion is to be effected (a “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest), The outstanding principal amount of this Note shall be convertible into Note Shares shares of Common Stock, at the option of the Holder, (subject to the limitations on conversion set forth in whole Section 4(d) hereof) at the Conversion Price at either: (i) the date which is 10 Trading Days before the Maturity Date or in part at any time and from time to time(ii) the Optional Redemption Notice Date, as applicable. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Note to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless in the entire principal amount of this the Note plus all accrued and unpaid interest thereon has been so convertedthat the Holder wishes to convert. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversionsconversion. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 ten (10) Business Days of after receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible convertible, in whole and not in part, into Note Shares Common Units at the option of the Holder, in whole or in part at any time and from time to timetime (subject to Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversionsCompany. The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within two (2) Business Days of receipt delivery of such noticeNotice of Conversion. In Hxxxxx agrees and acknowledges that upon written consent of the event of any dispute or discrepancyCompany and the Requisite Holders, the records aggregate principal amount of all the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assigneeoutstanding Notes, by acceptance of including this Note, acknowledge and agree thatshall convert into Common Units at the Conversion Price. For clarity, such consent by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices Requisite Holders shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreementbinding upon all Holders.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a “such date, the "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a “such date, the "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within five (5) Business Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase AgreementConversion.

Voluntary Conversion. At any time after from the Original Issue Date and Date, until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible convertible, in whole or in part, into Note Shares shares of Series A Preferred Stock at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex Attachment A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Note to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within one (1) Business Days Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”"NOTICE OF CONVERSION"), specifying therein the principal amount of Notes and interest thereon this Note to be converted and the date on which such conversion is to be effected (a “Conversion Date”"CONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible convertible, in whole and not in part, into that number of Common Shares (or an equivalent thereof) as is equal to the quotient obtained by dividing (i) the aggregate principal amount of this Note Shares (plus any accrued but unpaid interest) by (ii) the Conversion Price, at the option of the Holder, in whole or in part at any time and from time to time. The Conversion Price in effect on a Conversion Date (as defined below) in connection with the Company’s initial public offering (the “IPO”) shall be equal to the lesser of (A) (i) $4.50 or (B) (i) the highest price per Common Share sold in the IPO, multiplied by (ii) 40%; and on any other Conversion Date, the Conversion Price shall be $4.50. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversionsCompany. The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within two (2) Business Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase AgreementConversion.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(d)(ii) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 3 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At Notwithstanding anything herein to the contrary, any time after the Original Issue Date and Authorized Share Approval until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so convertedCompany. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than within 2 Business Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares Units at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 5 Business Days of receipt deemed delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon thereon, has been so convertedconverted or paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within Two (2) Business Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase AgreementConversion.

Voluntary Conversion. At any time after the Original Issue Release Date and until payment hereof in full (including interest)the Note is no longer outstanding, this the Note shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock (the “Conversion Shares”) at the option of the Holder, Holder (subject to the conversion limitations set forth in whole or in part at any time and from time to timeSection 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Note to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within two (2) Business Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest), this Note shall be convertible into Note Shares at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 4.20 of the Purchase Agreement.

Voluntary Conversion. At Subject to the provisions of this Section 4(a), at any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion shall be effected, which date shall be no earlier than the tenth (10) Business Day after such Notice of Conversion is to be effected deemed delivered hereunder (a “such date, the "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is the tenth (10) Business Day after such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversionamount being converted. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within three Business Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Common Shares at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A Schedule “C” (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 3 Business Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex ANNEX A (a “Notice of Conversion”"NOTICE OF CONVERSION"), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “Conversion Date”"CONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to any limitations on conversion). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to be effected (a “"Conversion Date”)") as well as the tax identification number or social security number of the Holder. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so convertedCompany. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing Accordingly, the principal amount converted and shown on the date face of such conversionsthis Debenture certificate may be greater than the actual principal amount outstanding. The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase AgreementConversion.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Note is no longer outstanding, this Note shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount Principal Amount of Notes and interest thereon this Note to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount Principal Amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount Principal Amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within two (2) Business Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within five (5) Business Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase AgreementConversion.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon thereon, has been so convertedconverted and paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within one (1) Business Days Day of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after October 20, 2014, (the Original Issue Date "Effective Date"), and until payment hereof in full October 20, 2015, (including interestthe "Maturity Date"), unless previously repaid by the Company, this Note shall be convertible into Note Shares shares of Common Stock of the Company, at a price that is equal to Fifty (50%) Percent of the average of the last ten (10) days closing bid side price, and will be issued and delivered within ten (10) days of receipt of the Notice to Convert (attached hereto as Exhibit A) of Aja Cannafacturing, Inc. (AJAC), the "Common Stock", at the option of the HolderPayee, in whole or in part at part, subject to any time and from time limitations on conversion. For each day beyond the tenth (10th) day after the date of the receipt of the Notice to timeConvert that the converted stock is not delivered to I received by Xxxxxxx Xxxxx Xxxxxxxxx, there shall be a fine of Two Thousand ($2,000) Dollars per day for each day until the stock is delivered I received. The Holder stock shall have a Par Value of $0.001. The Payee shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex Exhibit A (a “the "Notice of the Conversion”"), specifying therein the principal amount of Notes and the loan (US $ 45,000.00) or a pro-rata share of the remaining unpaid balance (which may include all or any part of the unpaid interest thereon to be converted and the date on which such conversion is to be effected (a “Conversion Date”due). If no Conversion Date is specified in a The date which the company receives the Notice of Conversion, the Conversion Date shall be the conversion date that such Notice of (the "Conversion is received hereunderDate"). To effect conversions hereunder, the Holder Payee shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note loan plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note the Loan in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Payee and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note the Loan may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after from the Original original Issue Date until any and until payment hereof all amounts owed to Holder pursuant to this Debenture have been paid in full (including interest)full, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at (subject to any time and from time to timelimitations on conversion). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex Exhibit A (a “Notice of Conversion”), specifying therein the principal amount Principal Amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount Principal Amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note Debenture in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount Principal Xxxxxx converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount Principal Amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than 2 within 3 Business Days of receipt delivery of such noticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and date hereof until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible convertible, in whole or in part, into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of Notice of Conversion which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to shall be effected (a such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount amount(s) converted and the date of such conversionsconversion(s). The Company shall may deliver any an objection to any Notice of Conversion promptly, but in no event later than within 2 Business Days of receipt delivery of such notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder Holder, and any assignee, assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest), this Note shall be convertible into Note Shares at the option of the Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes to the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex ANNEX A (a “Notice of Conversion”"NOTICE OF CONVERSION"), specifying therein the principal amount of Notes and interest thereon this Debenture to be converted and the date on which such conversion is to be effected (a “Conversion Date”"CONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes this Debenture to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 within 1 Business Days Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after October 20, 2014, (the Original Issue Date "Effective Date"), and until payment hereof in full October 20, 2015, (including interestthe "Maturity Date"), unless previously repaid by the Company, this Note shall be convertible into Note Shares shares of Common Stock of the Company, at a price that is equal to Fifty (50%) Percent of the average of the last ten (10) days closing bid side price, and will be issued and delivered within ten (10) days of receipt of the Notice to Convert (attached hereto as Exhibit A) of Aja Cannafacturing, Inc. (AJAC), the "Common Stock", at the option of the HolderPayee, in whole or in part at part, subject to any time and from time limitations on conversion. For each day beyond the tenth (1oth) day after the date of the receipt of the Notice to timeConvert that the converted stock is not delivered to I received by Xxxxxxx Xxxxx Xxxxxxxxx, there shall be a fine of Two Thousand ($2,000) Dollars per day for each day until the stock is delivered I received. The Holder stock shall have a Par Value of $0.001. The Payee shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex Exhibit A (a “the "Notice of the Conversion”"), specifying therein the principal amount of Notes and the loan (US $133,000.00) or a pro-rata share of the remaining unpaid balance (which may include all or any part of the unpaid interest thereon to be converted and the date on which such conversion is to be effected (a “Conversion Date”due). If no Conversion Date is specified in a The date which the company receives the Notice of Conversion, the Conversion Date shall be the conversion date that such Notice of (the "Conversion is received hereunderDate"). To effect conversions hereunder, the Holder Payee shall not be required to physically surrender Notes this Note to the Company unless the entire principal amount of this Note loan plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note the Loan in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder Payee and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note the Loan may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “"Notice of Conversion”"), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received by the Company pursuant to Section 9(a) hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than within 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.

Voluntary Conversion. At any time after the Original Issue Date and until payment hereof in full (including interest)this Debenture is no longer outstanding, this Note Debenture shall be convertible into Note Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to timetime (subject to the limitations on conversion set forth in Section 5(c) hereof). The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the principal amount of Notes and interest thereon Debentures to be converted and the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is received by the Company pursuant to Section 10(a) hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Notes Debentures to the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion promptly, but in no event later than within 2 Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Conversion Notices shall be irrevocable, except as provided in Section 4.21 of the Purchase Agreement.