Common use of Voluntary Conversion Clause in Contracts

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount of this Note, 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 a Conversion Schedule showing the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected and the amount of principal and interest remaining outstanding, if any after such conversion (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless and until such time as the entire Principal Amount principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion and, upon such conversion or repayment, this Note shall be deemed to be automatically amended so as to reflect such adjusted principal amount. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after During the Original Issue Date occurrence and continuance of an Event of Default and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(e) hereof“Conversion”). The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion Notice, the form of which is attached hereto as Annex A (each, a “Notice of ConversionConversion Notice”), specifying therein the Principal Amount of principal amount and interest on this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered hereunder. No ink-original Conversion Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice of Conversion within one (1) Business Day of delivery of such Notice of ConversionConversion 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 registered 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.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount and accrued interest of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Amortization Amount(s) relating to the Amortization Date(s) as set forth in the applicable Notice of Conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the one-year anniversary of the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note Debenture to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire Principal Amount principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 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.

Voluntary Conversion. At any time after the Original Issue Date time the Conversion Shares Approval is obtained and until this Note is no longer outstanding, the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, shall be convertible, in whole or in part, into shares of Common Stock the Company’s common stock (such shares, the “Conversion Shares”) at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof8.3 of the Second Amendment). The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion (in accordance with Section 10.1(a)), the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note and any accrued and unpaid interest thereon to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunderto have been given to the Company in accordance with Section 10.1(a). No ink-original Notice To convert this Note, the Holder shall not be required to (a) physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been or is being converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the Conversion shall be requiredShares on the Share Delivery Date, nor shall or (b) provide any medallion guarantee (or other type of guarantee or notarization) of any on the Notice of Conversion form be requiredConversion. To effect conversions hereunder, the Holder shall not be required to physically surrender Conversions of this Note to the Company unless the entire Principal Amount of this Note, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note and any accrued and unpaid interest thereon in an amount equal to the applicable conversionamounts converted. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(samount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such the date the Notice of ConversionConversion is given to the Company. 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 HolderHxxxxx, and any 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(e4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the Principal Amount principal amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the “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 deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire Principal Amount principal amount of this Note, Debenture has been so convertedconverted and all accrued but unpaid interest thereon has been 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 a Conversion Schedule records showing the Principal Amount(s) principal amount converted and the date of such conversion(s)conversions. The Company may shall deliver an any objection to any Notice of Conversion within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. 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 principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, either into shares of Common Stock at or a cash payment equivalent to a multiple of (i) the closing price of the shares of Common Stock on the day that the Holder notifies the Company of its intent to convert this Note (or a portion thereof) and (ii) the number of shares of Common Stock that would otherwise have been issued if the Company had chosen the option to convert into Common Stock; provided, however, that although the decision to convert is solely within the discretion of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof)form of payment is solely within the discretion of the Company. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) 1 Business Day of delivery of such Notice 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 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time all times after the Original Issue Date until this Note is no longer outstanding, the principal and accrued interest due and payable under this Note shall be convertible, in whole or in part, convertible into shares of common stock, par value $0.000001 per share, of the Company (“Common Stock Stock”) at the option of the Holder, in whole or in part at any time and from time to time (subject time, so long and only to the extent that after taking into consideration all issued and outstanding common stock shares and the maximum number of shares issuable under all issued and outstanding convertible securities at the time of conversion, there remain enough authorized but unissued shares under the Company’s Certificate of Incorporation that are not previously reserved for issuance under such convertible securities to effect conversion limitations set forth in Section 4(e) hereof)of this Note. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, the 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 deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire Principal Amount principal amount of this Note, 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 a Conversion Schedule records showing the Principal Amount(s) principal amount converted and the date of such conversion(s)conversions. The Company may shall deliver an any objection to any Notice of Conversion within one (1) 3 Business Day Days of delivery receipt of such Notice of Conversionnotice. 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 principal amount of this Note may be less than the amount stated on the face hereof. 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 issued to Holder.

Voluntary Conversion. At any time on or after the Original Issue Date occurrence of an Event of Default that has not been cured in accordance with Section 6 hereof until this Note is no longer outstanding, this Note shall be convertibleconvertible at the Mandatory Default Amount, in whole or in partpart subject to the terms of Section 6(b) hereof, into shares of Common Stock Stock, at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, Note 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 a Conversion Schedule showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof4(d). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). The Conversion Date shall be no earlier than the date that such Notice of Conversion is deemed delivered hereunder. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. Following delivery of the Notice of Conversion to the Company, the Company shall promptly update the Conversion Schedule (showing the principal amount(s) converted and the date of such conversion(s)) and deliver the same to the Holder. 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). The Conversion Date shall be no earlier than the date that such Notice of Conversion is deemed delivered hereunder. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. Following delivery of the Notice of Conversion to the Company, the Company shall promptly update the Conversion Schedule (showing the principal amount(s) converted and the date of such conversion(s)) and deliver the same to the Holder. 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after and from time to time, commencing on the Original Issue Date until this Note is no longer outstanding, the principal (and interest accrued thereon) under this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A Conversion (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredrequired so long as the shares to be issued pursuant thereto are to be registered in the name of the holder of the Note. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, has all accrued and unpaid interest thereon and all other amounts due under this Note have 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 conversionconversion amount. The Holder and the Company shall maintain a Conversion Schedule conversion schedule showing the Principal Amount(sprincipal amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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.

Voluntary Conversion. At any time after the Original Issue Date date of this Amendment and until this the Note is no longer outstanding, this Note (inclusive of principal and all accrued and unpaid interest thereon) shall be convertible, in whole or in part, into shares of common stock of the Company (the "Common Stock Stock") at the option of the HolderPayee, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e5(c) hereof). The Holder Payee shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the Principal Amount principal amount and the accrued and unpaid interest thereon of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Payee shall not be required to physically surrender this Note to the Company physically 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 and the unpaid interest thereon of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) and the accrued and unpaid interest thereon so converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Payee shall be controlling and determinative in the absence of manifest error. The HolderPayee, and any assignee by acceptance of this Amendment and of the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this the Note, the unpaid and unconverted Principal Amount principal amount of this the Note may be less than the amount stated on the face hereofthereof.

Voluntary Conversion. At any time after the Original Issue Date date of this Amendment and until this the Note is no longer outstanding, this Note (inclusive of principal and all accrued and unpaid interest thereon) shall be convertible, in whole or in part, into shares of common stock of the Company (the “Common Stock Stock”) at the option of the HolderPayee, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e5(c) hereof). The Holder Payee shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount and the accrued and unpaid interest thereon of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Payee shall not be required to physically surrender this Note to the Company physically 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 and the unpaid interest thereon of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) and the accrued and unpaid interest thereon so converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Payee shall be controlling and determinative in the absence of manifest error. The HolderPayee, and any assignee by acceptance of this Amendment and of the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this the Note, the unpaid and unconverted Principal Amount principal amount of this the Note may be less than the amount stated on the face hereofthereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstandingprior to Repayment Date, this Note shall be convertible, in whole or in part, into shares of Common Stock at the sole option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, together with accrued but unpaid interest due thereon (the “Outstanding Amount”) has been so converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions Partial 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. The Note is hereby amended so that, as amended, the following section is added: At any time after the Original Issue Date issuance and until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock of Creative Medical Technology Holdings, Inc., a Nevada corporation and parent of Maker (“CELZ”) at the option of the HolderPayee, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof)time. The Holder Payee shall effect conversions by delivering to the Company Maker and CELZ a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Payee shall not be required physically to physically surrender this Note to the Company Maker 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 of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company Maker shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to conversion price in effect on any Notice Conversion Date shall be one hundred and twenty percent (120%) of the volume weighted average price (“VWAP”) from March 1, 2018 until March 30, 2018 (the “Conversion Price”). The number of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Shares issuable upon a conversion hereunder shall be controlling and determinative in determined by the absence quotient obtained by dividing (x) the outstanding principal amount of manifest errorthis Note to be converted by (y) the Conversion Price. The Holder, and any assignee by acceptance No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion . As to any fraction of a portion of this Noteshare that the Payee would otherwise be entitled to purchase upon such conversion, the unpaid and unconverted Principal Amount Maker shall at its election, either pay a cash adjustment in respect of this Note may be less than such final fraction in an amount equal to such fraction multiplied by the amount stated on Conversion Price or round up to the face hereofnext whole share.

Voluntary Conversion. At any time after Until the Original Issue Date until this Note is no longer outstandingfull Principal Amount has been paid to the Holder, this Note shall be convertible, in whole or in part, into shares (“Conversion Shares”) of Company common stock, par value $0.01 per share (“Common Stock Stock”) at the option of the Holder, at any time and from time to time only on or after the Conversion Date (subject to the conversion limitations limitation set forth in Section 4(e4(d)). The “Conversion Date” is the date that the Company obtains stockholder approval to permit the conversion of up to the full amount of the Principal Amount into Conversion Shares as provided herein, including as may be required by the applicable rules and regulations of the NYSE American LLC (or any successor entity) hereof(the “Stockholder Approval”). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount of this Note to be converted and the date on which such conversion shall be effected effected, which date may not be prior to the date the Holder delivers such Notice of Conversion to the Company (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount of this Note, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(s) converted and the date of such conversion(s) and the remaining Principal Amount that is outstanding under the Note after such conversion(s). The portion or all of the Note converted into shares of Common Stock or prepaid in accordance with the terms hereof (regardless of delivery of the Note) shall be deemed paid to the Holder and reduce the amounts owned by the Company under this Note. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day business day of delivery of such Notice of Conversion. In the event For purposes of this Note, “business day” means any dispute day that is not a Saturday, Sunday, or discrepancy, the records of the Holder shall be controlling and determinative other day on which commercial banks in the absence City of manifest errorNew York, New York are required by law to be closed. 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.

Voluntary Conversion. At any time after the Original Issue Closing Date until this Note is the Loans are no longer outstanding, this Note the Loans shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holdereach Lender, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder Each Lender shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note the Loan to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). To be a valid delivery of the Notice of Conversion pursuant to this Section 4(a), such Lender shall be required to send a separate Notice of Conversion to the attention of the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, and Audit Committee Chair. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this Note any certificate or instrument evidencing the Loans, if any, to the Company unless the entire Principal Amount principal amount of this Noteall the Loans, plus all accrued and unpaid interest thereon, has been so convertedconverted and evidenced in writing by such a certificate or instrument, in which case the Collateral Agent shall surrender such certificate or instrument, if any, as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note the Loans in an amount equal to the applicable conversionprincipal amount of the Loan being converted as set forth in a Notice of Conversion. The Holder Each Lender and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder applicable Lender 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.

Voluntary Conversion. At any time after the six month anniversary of the Original Issue Date until this Note Debenture and accrued interest thereon, is no longer outstanding, in addition to any other rights and remedies hereunder, this Note Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(c) hereof). Prior to Authorized Share Approval, each Holder shall only be entitled to convert its Debenture and exercise its Warrant into up to that number of shares of Common Stock equal to such Holder's pro-rata portion (based on the initial Holder's Subscription Amount under the Purchase Agreement and the aggregate Subscription Amount of all Purchasers under the Purchase Agreement) of 8,005,435 shares (the "Available Shares") (the aggregate number of authorized but unreserved shares of Common Stock reserved for issuance upon conversion of the Debentures and exercise of the Warrants). Each Holder may allocate its pro-rata portion of the Available Shares among its Debenture and Warrant in any manner, in its sole discretion. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the Principal Amount principal amount of this Note Debenture to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire Principal Amount principal amount of this NoteDebenture, 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) 1 Business Day of delivery of such Notice 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 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.

Voluntary Conversion. (i) At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e2(j) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, plus all accrued and unpaid interest thereon, has been or is being so converted, in which case the Holder shall surrender this Note contemporaneously with such conversion. Conversions hereunder All conversions of the whole or any part of the principal balance of this Note shall have automatically include the effect conversion of lowering all accrued and unpaid interest on such principal balance. Upon conversion of less than the entire outstanding principal balance of this Note at any time, the Company shall promptly: (i) recalculate the monthly Payment Date payments due under this Note (based on the “straight line amortization” of the remaining principal amount of this Note Note, the Interest Rate and the Maturity Date) and (ii) advise the Holder in an amount equal to the applicable conversion. writing of such revised monthly payment amount.. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 direct or indirect transferee thereof) 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.

Voluntary Conversion. At any time after between the original Issue Date and the six (6) month anniversary of the Original Issue Date until this Note is no longer outstandingDate, this Note shall may be convertible, converted into the Company’s common stock in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time part (subject to any limitations on conversion), at the conversion limitations set forth in Section 4(e) hereofConversion Price (as hereinafter defined). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex Exhibit A (each, a the “Holder’s Notice of Conversion”), specifying therein the Principal Amount and interest of this Note to be converted and the date on which such conversion shall is to be effected (such date, the a “Voluntary Conversion Date”). If no Voluntary Conversion Date is specified in a Notice of Voluntary Conversion, the Voluntary Conversion Date shall be the date that such Notice of Voluntary Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount of this Note, 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 conversionconversion amount. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(s) Xxxxxx converted and the date of such conversion(s)conversions. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 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.

Voluntary Conversion. At any time after Within five (5) Business Days following the Original Issue Date until effective date of the registration statement of the Borrower filed under the Securities Act that covers the resale of the shares of the common stock of the Borrower issuable pursuant to the provisions of this Agreement, the Lenders will commence the conversion of all amounts owed under the Note, subject in each instance to the Beneficial Ownership Limitation, into such number of fully paid and non-assessable shares of the common stock of the Borrower as is determined by dividing (x) that portion of the outstanding amount owed by the Borrower (including all principal and interest (which, as at the date hereof, is $197,335.65)) that the Borrower elects to convert by (y) the Conversion Price. For the avoidance of doubt, the sole repayment of the Note is no longer outstanding, this Note shall be convertible, in whole or in part, will occur via conversions into shares of Common Stock at the option common stock of the HolderBorrower. With respect to partial conversions of the Note, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof)Borrower shall keep written records of the amount of the Note converted as of the date of such conversion. The Holder Lenders shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this the Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Lenders shall not be required to physically surrender this the Note to the Company unless the entire Principal Amount principal amount of this the Note, has been so convertedconverted in which case the Lenders shall surrender the Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this the Note in an amount equal to the applicable conversion. The Holder Lenders and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Lenders shall be controlling and determinative in the absence of manifest error. The HolderLenders, and any assignee by acceptance of this the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this the Note, the unpaid and unconverted Principal Amount principal amount of this the Note may be less than the amount stated on the face hereof. The Lenders agree to use their reasonable best efforts to voluntarily convert all amounts owed under the Note on or prior to the last Trading Day before the Trading Day on which the next meeting of the Company’s shareholders will take place.

Voluntary Conversion. At any time after the Original Issue Date until all amounts due under this Note is no longer outstandinghave been paid in full, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, has all accrued and unpaid interest thereon and all other amounts due under this Note have 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 conversionconversion amount. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(sprincipal amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Trading Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note the Holder shall be convertibleentitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, in whole or in part, into fully paid and non-assessable shares of Common Stock Stock, at the option of the Holder, at any time and from time to time Conversion Rate (as defined below) (subject to the conversion limitations set forth in Section 4(e) hereof4(d)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). The Conversion Date shall be no earlier than the date that such Notice of Conversion is deemed delivered hereunder. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 accrued and then unpaid interest on this Note and thereafter lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and Following delivery of the Notice of Conversion to the Company, the Company shall maintain a promptly update the Conversion Schedule (showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may ) and deliver an objection the same to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversionthe Holder. 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 principal amount of this Note and accrued interest therein may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(e) hereof“Conversion”). The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion Notice, the form of which is attached hereto as Annex A (each, a “Notice of ConversionConversion Notice”), specifying therein the Principal Amount of principal amount and interest on this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered hereunder. No ink-original Conversion Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice of Conversion within one (1) Business Day of delivery of such Notice of ConversionConversion 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 registered 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.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions Conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Conversion Amount of this Note to be converted and the date on which such conversion Conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions Conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, plus all accrued and unpaid interest thereon, Late Fees (if any), Make-Whole Amounts (as applicable) and other amounts payable in respect of this Note, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to 100% (irrespective of any higher percentage used in calculating the applicable conversionConversion Amount hereunder as set forth in the definition of “Conversion Amount”) of the principal amount of this Note to be converted in such Conversion. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(sConversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required physically to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof. Upon every Conversion, the Company shall deliver an additional $1,000 worth of shares (as calculated by the Conversion Price in effect on the Conversion Notice being honored) to cover the Holder’s expenses and deposit fees associated with each Notice of Conversion.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e5(d) hereof); provided, however, that this Note shall not be convertible through and including the six (6)-month anniversary of the Original Issue Date unless an Event of Default has occurred that has not been cured during the relevant cure period, if any, in which event this six (6)-month prohibition against conversion shall not be operative. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount of this Note and accrued and unpaid Interest thereon to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted and the Conversion Shares have been delivered. 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 a Conversion Schedule showing the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertibleLender’s option, in whole or in part, into shares of Common Stock at the option of the Holderits sole discretion. Lender may, at any time and from time to time time, elect to convert, in whole or in part, the Converted Term Loan C Debt Amount into common Capital Stock of Parent Borrower. In the event Lender so elects to convert all or any portion of the Converted Term Loan C Debt Amount into common Capital Stock of Parent Borrower. Lender will provide Parent Borrower ten (subject 10) Business Days advance written notice thereof (such notice to state that it is a “Term Loan C Conversion Notice”). Prior to the conversion limitations set forth date identified in Section 4(esuch Term Loan C Conversion Notice. Parent Borrower (A) hereof). The Holder shall effect conversions by delivering deliver to Lender or any designee of Lender identified in such Term Loan C Conversion Notice one or more stock certificates, which stock certificates may include appropriate restrictive legends to the Company a extent applicable, evidencing the shares of common Capital Stock of Parent Borrower that are to be issued to Lender or its designee as provided in such Term Loan C Conversion Notice, and (B) pay Lender in cash with respect to that portion of the Converted Term Loan C Debt Amount identified in the Term Loan C Conversion Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount of this Note to be converted into shares of common Capital Stock of Parent Borrower all accrued and unpaid interest on the Converted Term Loan C Debt Amount and all other fees and Secured Obligations outstanding with respect thereto; provided, that such date for delivery of the stock certificates and payments of amounts herein shall be no earlier than ten (10) Business Days prior to the date on which identified for the effectiveness of such conversion shall be effected (such date, in the “Term Loan C 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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount of this Note, 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 conversionNotice. The Holder determination of the number of shares of common Capital Stock of Parent Borrower to be issued and delivered to Lender or its designee as provided herein shall initially be calculated by Lender and identified in such Term Loan C Conversion Notice as follows: (i) the Company shall maintain a Converted Term Loan C Debt Amount identified by Lender in such Term Loan C Conversion Schedule showing Notice to be converted into common Capital Stock of Parent Borrower, divided by (ii) the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Term Loan C Conversion within one (1) Business Day of delivery of such Notice of ConversionPrice. In the event of any dispute or discrepancy, in the records calculation of the Holder number of shares of common Capital Stock of Borrower to be issued and delivered to Lender or its designee as identified in such Term Loan C Conversion Notice, Borrowers and Lender agree to review Lender’s calculation and determine such number of shares in good faith and without delay. Parent Borrower shall have the right to pay cash in lieu of any fractional shares to be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of issued pursuant to 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 hereofSection 2.10(a).

Voluntary Conversion. At any time after Commencing on the first anniversary of the Original Issue Date Date, and thereafter from time to time until this Note is no longer outstanding, the principal amount of and accrued and unpaid interest under this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of principal hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionprincipal amount so converted. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(s) principal amount converted and the date of each such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversionconversion. 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 the principal amount 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.

Voluntary Conversion. At Subject to any shareholder approval that may be required to authorize enough authorized but unissued common shares under the Company’s Certificate of Incorporation, at any time after the Original Issue Date until this Note is no longer outstanding, the principal and accrued interest due and payable under this Note shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject time, so long and only to the extent that after taking into consideration all issued and outstanding common stock shares and the maximum number of shares issuable under all issued and outstanding convertible securities at the time of conversion, there remain enough authorized but unissued shares under the Company’s Certificate of Incorporation that are not previously reserved for issuance under such convertible securities to effect conversion limitations set forth in Section 4(e) hereof). of this Note.. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, the 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 deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire Principal Amount principal amount of this Note, 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 a Conversion Schedule records showing the Principal Amount(s) principal amount converted and the date of such conversion(s)conversions. The Company may shall deliver an any objection to any Notice of Conversion within one (1) 3 Business Day Days of delivery receipt of such Notice of Conversionnotice. 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 principal amount of this Note may be less than the amount stated on the face hereof. 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 issued to Holder.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any anyk Notice of Conversion form from be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, Note has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue time the Sixth Amendment Stockholder Approval Effectiveness Date and until this Note is no longer outstanding, the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, shall be convertible, in whole or in part, into shares of Common Stock the Company’s common stock (such shares, the “Conversion Shares”) at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion (in accordance with Section 10.1(a)), the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note and any accrued and unpaid interest thereon to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunderto have been given to the Company in accordance with Section 10.1(a). No ink-original Notice To convert this Note, the Holder shall not be required to (a) physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been or is being converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the Conversion shall be requiredShares on the Share Delivery Date, nor shall or (b) provide any medallion guarantee (or other type of guarantee or notarization) of any on the Notice of Conversion form be requiredConversion. To effect conversions hereunder, the Holder shall not be required to physically surrender Conversions of this Note to the Company unless the entire Principal Amount of this Note, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note and any accrued and unpaid interest thereon in an amount equal to the applicable conversionamounts converted. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(samount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such the date the Notice of ConversionConversion is given to the Company. 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 HolderHxxxxx, and any 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note and any accrued and unpaid interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time; provided, however, that unless and until such time (subject as the Company has received Requisite Stockholder Approval the Holder shall not be permitted to effect any conversion of this Note to the extent that the shares of Common Stock issuable upon such conversion limitations set forth when taken together with the shares of Common Stock previously issued with respect to (i) prior conversions of any other 10% Convertible Notes and/or (ii) the payment of dividends on any 10% Convertible Notes in Section 4(eshares of Common Stock and/or (iii) hereofotherwise in connection with the issuance of the 10% Convertible Notes shall result in the issuance of shares of Common Stock that constitute more than 19.9% of the Common Stock outstanding on the Original Issue Date (the “Conversion Limit”). In the event that the Holder elects to effect a conversion that would exceed the Conversion Limit prior to the Company’s receipt of Requisite Stockholder Approval, the Company shall, in lieu of effecting such conversion, pay to the Holder in cash, an amount per share equal to the then applicable Conversion Price per share. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the 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 deemed delivered hereunder. No ink-original The Company shall, promptly upon its receipt of a Notice of Conversion, notify the Holder by telephone and by facsimile of the number of shares of Common Stock outstanding on such date and the number of Conversion Shares which would be issuable to the Holder if the conversion requested in such Notice of Conversion shall be requiredwere effected in full, nor shall any medallion guarantee (whereupon, notwithstanding anything to the contrary set forth in this Note, the Holder may, to the extent that the Holder determines that such conversion would result in the Holder and its affiliates beneficially owning more than 9.9% of the Company's outstanding shares of Common Stock, within one Trading Day of its receipt of the Company's notice as required by this sentence, revoke such conversion in whole or other type of guarantee in part by notifying the Company by telephone or notarization) of any Notice of Conversion form be requiredfacsimile. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, all or any portion of the outstanding principal amount of this Note Note, plus any accrued and unpaid interest on such amount that is outstanding on the Conversion Date shall be convertible, in whole or in part, into shares of Common Stock at the option of the HolderLender, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e7(d) hereof); provided, however, that until Shareholder Approval is obtained, the Lender shall only be permitted to convert up to $7,000,000, plus any accrued and unpaid interest on such $7,000,000, into shares of Common Stock. The Holder Lender shall effect conversions by delivering to the Company Parent a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note and accrued interest, if any, to be converted and the date on which such conversion shall be effected (each such date, the 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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this Note to the Company Parent unless the entire Principal Amount principal amount of this Note, Note 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 Lender and the Company Parent shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company Parent may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Lender shall be controlling and determinative in the absence of manifest error. The HolderLender, 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 the Note, the unpaid and unconverted Principal Amount principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until all amounts due under this Note is no longer outstandinghave been paid in full, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the Principal Amount principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To xxxxxxxx.Xx effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, has all accrued and unpaid interest thereon and all other amounts due under this Note have 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 conversionconversion amount. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(sprincipal amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(e4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the Principal Amount principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “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 deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire Principal Amount 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 a Conversion records substantially in the form set forth in Schedule 1 attached hereto (the "Debenture Schedule") showing the Principal Amount(s) principal amount converted and the date of such conversion(s)conversions. The Company may shall deliver an any objection to any Notice of Conversion within one (1) 2 Business Day Days of delivery receipt of such Notice of Conversionnotice. 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 principal amount of this Note Debenture may be less than the amount stated on the face hereof. After each Conversion, upon the request of the Company, a representative of the Company shall review the Holder's Debenture Schedule, and shall attest to the Conversion upon satisfaction that the information regarding the Conversion is correct.

Voluntary Conversion. At any time on or after the Original Issue Date Date, until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one two (12) Business Day Days of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note and any accrued and unpaid interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to time; provided, however, that the Holder shall not effect any conversion limitations set forth of this Note if, immediately after such conversion, the Holder and its affiliates would in Section 4(e) hereof)the aggregate beneficially own more than 9.9% of the Company's outstanding shares of Common Stock. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the 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 deemed delivered hereunder. No ink-original The Company shall, promptly upon its receipt of a Notice of Conversion, notify the Holder by telephone and by facsimile of the number of shares of Common Stock outstanding on such date and the number of Conversion Shares which would be issuable to the Holder if the conversion requested in such Notice of Conversion shall be requiredwere effected in full, nor shall any medallion guarantee (whereupon, notwithstanding anything to the contrary set forth in this Note, the Holder may, to the extent that the Holder determines that such conversion would result in the Holder and its affiliates beneficially owning more than 9.9% of the Company's outstanding shares of Common Stock, within one Trading Day of its receipt of the Company's notice as required by this sentence, revoke such conversion in whole or other type of guarantee in part by notifying the Company by telephone or notarization) of any Notice of Conversion form be requiredfacsimile. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note and any accrued and unpaid interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time; provided, however, that unless and until such time (subject as the Company has received Requisite Stockholder Approval the Holder shall not be permitted to effect any conversion of this Note to the extent that the shares of Common Stock issuable upon such conversion limitations set forth when taken together with the shares of Common Stock previously issued with respect to (i) prior conversions of any shares of the Company’s Series B Convertible Preferred Stock and/or (ii) prior conversions of any other 9.5% Convertible Notes and/or (iii) the payment of dividends on any 9.5% Convertible Notes in Section 4(eshares of Common Stock and/or (iv) hereofotherwise in connection with the issuance of the 9.5% Convertible Notes shall result in the issuance of shares of Common Stock that constitute more than 19.99% of the Common Stock outstanding immediately prior to the closing date of the Acquisition (the “Conversion Limit”). In the event that the Holder elects to effect a conversion that would exceed the Conversion Limit prior to the Company’s receipt of Requisite Stockholder Approval, the Company shall, in lieu of effecting such conversion, pay to the Holder in cash, an amount per share equal to the then applicable Conversion Price per share. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the 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 deemed delivered hereunder. No ink-original The Company shall, promptly upon its receipt of a Notice of Conversion, notify the Holder by telephone and by facsimile of the number of shares of Common Stock outstanding on such date and the number of Conversion Shares which would be issuable to the Holder if the conversion requested in such Notice of Conversion shall be requiredwere effected in full, nor shall any medallion guarantee (whereupon, notwithstanding anything to the contrary set forth in this Note, the Holder may, to the extent that the Holder determines that such conversion would result in the Holder and its affiliates beneficially owning more than 4.99% of the Company's outstanding shares of Common Stock, within one Trading Day of its receipt of the Company's notice as required by this sentence, revoke such conversion in whole or other type of guarantee in part by notifying the Company by telephone or notarization) of any Notice of Conversion form be requiredfacsimile. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertibleLender’s option, in whole or in partits sole discretion, into shares of Common Stock at the option of the HolderLender may, at any time and from time to time time, elect to convert, in whole or in part, the Converted Term Loan C Debt Amount into common Capital Stock of Parent Borrower. In the event Lender so elects to convert all or any portion of the Converted Term Loan C Debt Amount into common Capital Stock of Parent Borrower, Lender will provide Parent Borrower ten (subject 10) Business Days advance written notice thereof (such notice to state that it is a “Term Loan C Conversion Notice”). Prior to the conversion limitations set forth date identified in Section 4(esuch Term Loan C Conversion Notice, Parent Borrower (A) hereof). The Holder shall effect conversions by delivering deliver to Lender or any designee of Lender identified in such Term Loan C Conversion Notice one or more stock certificates, which stock certificates may include appropriate restrictive legends to the Company a extent applicable, evidencing the shares of common Capital Stock of Parent Borrower that are to be issued to Lender or its designee as provided in such Term Loan C Conversion Notice, and (B) pay Lender in cash with respect to that portion of the Converted Term Loan C Debt Amount identified in the Term Loan C Conversion Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount of this Note to be converted into shares of common Capital Stock of Parent Borrower all accrued and unpaid interest on the Converted Term Loan C Debt Amount and all other fees and Secured Obligations outstanding with respect thereto; provided, that such date for delivery of the stock certificates and payments of amounts herein shall be no earlier than ten (10) Business Days prior to the date on which identified for the effectiveness of such conversion shall be effected (such date, in the “Term Loan C 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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount of this Note, 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 conversionNotice. The Holder determination of the number of shares of common Capital Stock of Parent Borrower to be issued and delivered to Lender or its designee as provided herein shall initially be calculated by Lender and identified in such Term Loan C Conversion Notice as follows: (i) the Company shall maintain a Converted Term Loan C Debt Amount identified by Lender in such Term Loan C Conversion Schedule showing Notice to be converted into common Capital Stock of Parent Borrower, divided by (ii) the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Term Loan C Conversion within one (1) Business Day of delivery of such Notice of ConversionPrice. In the event of any dispute or discrepancy, in the records calculation of the Holder number of shares of common Capital Stock of Borrower to be issued and delivered to Lender or its designee as identified in such Term Loan C Conversion Notice, Borrowers and Lender agree to review Lender’s calculation and determine such number of shares in good faith and without delay. Parent Borrower shall have the right to pay cash in lieu of any fractional shares to be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of issued pursuant to 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 hereofSection 2.10(a).

Voluntary Conversion. At any time after After the Original Issue Date until this Note is no longer outstanding, and provided that that the provisions of Rule 144 under the Securities Act so permit, this Note shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(e) hereofa “Conversion”). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount amount of this Note to be converted and the date on which such conversion Conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount of this NoteAmount1, plus accrued and unpaid Cash Interest, 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 conversionConversion. The Holder and the Company shall maintain a Conversion Schedule records showing the portion of the Principal Amount(s) Amount converted in each Conversion, each Conversion Date, and the date Conversion Price in effect at the time of such conversion(s)each Conversion. The Holder shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of any transfer agent of the Company (the “Transfer Agent”) and the Depository Trust Company (“DTC”)), that may deliver an objection be payable with respect to any Notice of Conversion within one (1) Business Day of the issuance and delivery of such Notice of Common Stock upon any 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 permitted 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 NoteConversion, the unpaid and unconverted Principal Amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the six-month anniversary of the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note Debenture to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire Principal Amount principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 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.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex asAnnex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, the unpaid principal and then accrued and unpaid interest on this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to time; provided, however, that the amount of this Note that is converted shall be no less than $25,000 and the balance on this Note following a conversion limitations set forth in Section 4(e) hereof)shall not be less than $25,000. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering first reducing the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion and thereafter reducing any accrued and unpaid interest. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(samount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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, 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount outstanding principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date August 31, 2004 until this Note there is no longer outstandinga balance outstanding on the Grid Note, this principal and interest due on the Grid Note shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the HolderLender, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(e2(c) hereof). The Holder Lender shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A Exhibit B (each, a “Notice of Conversion”), specifying therein the Principal Amount amount of this principal and interest of the Grid Note to be converted converted, the date of the advance or advances being satisfied by such conversion, and the date on which such conversion shall is to be effected (such date, the 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 deemed delivered provided hereunder. No ink-original Once delivered, the Notice of Conversion shall be requiredirrevocable, nor shall any medallion guarantee (unless provided otherwise by the Company in its sole discretion or other type of guarantee or notarization) of any Notice of Conversion form be requiredas provided in Section 2(d)(iii). To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this the Grid Note to the Company unless the entire Principal Amount principal amount of this Note, the Grid Note plus all accrued and unpaid interest thereon has been so converted. Conversions Unless otherwise directed by Lender in the Conversion Notice, conversions hereunder shall have the effect of lowering the outstanding principal amount of this the Grid Note in an amount equal to the applicable conversionconversion and the principal so converted, for purposes of Rule 144 under the Securities Act of 1933, as amended, shall be the earliest unconverted principal advance received by the Company. The Holder Lender and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount converted (and interest, if any) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversionconversions by making successive notations on Schedule 1 hereto. In the event of any dispute or discrepancy, the records of the Holder Lender 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.

Voluntary Conversion. At any time, and from time after the Original Issue Date to time, until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(e5(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount and interest of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunderactually received by the Company. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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; provided, however, that, at the Company’s election, it shall be permitted to provide the Holder with a substitute Note of like tenor for the remaining principal amount not converted, upon receipt of which the Holder shall physically surrender this Note to the Company. 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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; provided, however, that no presumption shall exist that the records of the Company are accurate. 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after beginning on the six month anniversary of the Original Issue Date until this Note is no longer outstanding, the outstanding principal and unpaid interest on this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount and accrued interest of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 accrued and unpaid interest and principal amount of this Note Note, with any conversion being first applied to any accrued and unpaid interest, in each case in an amount equal to the applicable conversionamounts so converted into Common Stock. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(saccrued and unpaid interest and principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time from and after the Original Issue Date date that Stockholder Approval is obtained until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note and the unpaid accrued interest hereon to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form from be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, Note and all unpaid accrued interest hereon has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering reducing (or eliminating, as the case may be) the unpaid accrued interest hereon, and then next the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal and unpaid accrued interest amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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, 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date date and until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(e4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the 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 deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire Principal Amount 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 a Conversion Schedule records showing the Principal Amount(s) principal amount converted and the date of such conversion(s)conversions. The Company may shall deliver an any objection to any Notice of Conversion within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. 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 principal amount of this Note Debenture may be less than the amount stated on the face hereof. Notwithstanding anything herein to the contrary, the Holders right to convert hereunder shall in no way excuse the Company from having to meet its obligation to pay the outstanding principal and interest on this Debenture nor shall it limit the Holder’s right to seek any other remedy against the Company for failing to meet such obligations. The right to convert this Debenture into Conversion Shares is in addition to any other rights or remedies the Holder may have hereunder or under law.

Voluntary Conversion. At any time after and from time to time, commencing on the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredrequired so long as the shares to be issued pursuant thereto are to be registered in the name of the holder of the Note. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, has all accrued and unpaid interest thereon and all other amounts due under this Note have 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 conversionconversion amount. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(sprincipal amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the sooner to occur of 180 days from the Original Issue Date or when the shares issuable upon conversion of this Debenture have been registered on a registration statement that has been declared effective by the Commission and until this Note Debenture is no longer outstanding, subject to the limitations set forth in Section 4(d), this Note Debenture (including principal and accrued but unpaid interest on any principal being converted, if any) shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the Principal Amount principal amount (and any accrued interest) of this Note Debenture to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire Principal Amount principal amount of this NoteDebenture, 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 (and accrued interest thereon, if applicable) in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 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.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 a Conversion Schedule showing the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any contents set forth in the Notice of Conversion within one (1) Business Day of delivery of such Notice of ConversionConversion (it being understood that the Company does not have the right to object to the Holder’s right to conversion of the Note in accordance with its terms). 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.. Crown Convertible Note 7

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this This Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted converted, accrued and unpaid interest outstanding under this Note to be converted, and/or Mandatory Default Amount (if applicable) to be converted, and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note Debenture and any accrued but unpaid interest to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire Principal Amount principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions of the principal amount due 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) and interest amount(s) so converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 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.

Voluntary Conversion. At any time after the Original Issue time the Sixth Amendment Stockholder Approval Effectiveness Date and until this Note is no longer outstanding, the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, shall be convertible, in whole or in part, into shares of Common Stock the Company’s common stock (such shares, the “Conversion Shares”) at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof)time. The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion (in accordance with Section 10.1(a)), the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note and any accrued and unpaid interest thereon to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunderto have been given to the Company in accordance with Section 10.1(a). No ink-original Notice To convert this Note, the Holder shall not be required to (a) physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been or is being converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the Conversion shall be requiredShares on the Share Delivery Date, nor shall or (b) provide any medallion guarantee (or other type of guarantee or notarization) of any on the Notice of Conversion form be requiredConversion. To effect conversions hereunder, the Holder shall not be required to physically surrender Conversions of this Note to the Company unless the entire Principal Amount of this Note, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note and any accrued and unpaid interest thereon in an amount equal to the applicable conversionamounts converted. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(samount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such the date the Notice of ConversionConversion is given to the Company. 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 HolderXxxxxx, and any 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time beginning one year after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the HolderHolder (the “Conversion Shares”), at any time and from time to time (subject to the mechanics of conversion limitations and adjustment provisions set forth in Section 4(e) hereof)herein. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Note Schedule showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after each amendment thereto. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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.one

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof4(d)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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. EXECUTION COPY 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 a Conversion Schedule, containing at a minimum the information shown on Schedule 1, and showing historically, among other things, the Principal Amount(s) principal amounts converted and the date of such conversion(s)conversions. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 On the date of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion receipt of a portion Notice of this NoteConversion, the unpaid Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and unconverted Principal Amount representation as to whether such shares of this Note Common Stock may then be less than resold pursuant to Rule 144 or an effective and available registration statement, in the amount stated on form attached hereto as Annex B, of receipt of such Notice of Conversion to the face hereofHolder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Notice of Conversion in accordance with the terms herein.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this This Note shall be convertible, in whole or in part, into shares of Common Stock, or if units of Common Stock and warrants are sold by the Company in the IPO, into identical units of Common Stock and warrants, at the option of the Holder, at any time and from time to time following the closing of the IPO (subject to the conversion limitations set forth in Section 4(e4(d) hereof); provided, however, that if the Company elects to prepay this Note in whole or in part at any time prior to the closing of the IPO, the Holder of this Note may elect to convert the amount to be paid by the Company in respect of such prepayment into shares of Common Stock at any time prior to the payment of such prepayment amount. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted converted, accrued and unpaid interest outstanding under this Note to be converted, and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(sprincipal amount(s) converted converted, the corresponding paydown of interest and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one three (13) Business Day Days of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of the Company’s Common Stock at the option of the HolderHolder (the “Conversion Shares”), at any time and from time to time (subject to the mechanics of conversion limitations and adjustment provisions set forth in Section 4(e) Schedule 3 hereof), the terms of which are incorporated by reference herein. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion the Note Schedule attached hereto as Schedule 1 showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after each amendment thereto. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding any provision in this Note to the contrary, the Company will not be required to effect any conversion of this Note to the extent any such conversion would result in the Company effecting aggregate conversions of principal and accrued interest on this Note in an amount greater than the Note Balance.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstandingtime, this Amended Note (including all amounts, costs, expenses and liquidated damages due in respect of this Amended Note) shall be convertible, in whole or in part, into shares of restricted Common Stock (defined as “restricted securities” under Rule 144) at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(e4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Amended Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Amended Note to the Company unless the entire Principal Amount principal amount of this Note, Amended Note has been so convertedconverted in which case the Holder shall surrender this Amended Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Amended Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 Amended Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Amended Note, the unpaid and unconverted Principal Amount principal amount of this Amended Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after Following the Original Issue Maturity Date until this Note is no longer outstandingand if not paid, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted converted, accrued and unpaid interest outstanding under this Note to be converted, and/or Mandatory Default Amount (if applicable) to be converted, and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender 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 of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after and from time to time, commencing on the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof); provided, that any initial request for conversion shall be for not less than 25% of the principal amount of this Note, and any subsequent request for conversion shall be for not less than 10% of the principal amount of this Note. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount principal amount of this Note, has all accrued and unpaid interest thereon and all other amounts due under this Note have 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 conversionconversion amount. The Holder and the Company shall maintain a Conversion Schedule showing the Principal Amount(sprincipal amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. At any time after the Original Issue Date Date, until this Note Debenture is no longer outstanding, this Note Debenture shall be convertibleconvertible in connection with the Company’s initial public offering of its Ordinary Shares on the Nasdaq Capital Market or Nasdaq Global Market (an “Initial Public Offering”), in whole or in part, into shares of Common Stock Ordinary Shares at the option of the HolderHolder(subject to the conversion limitations set forth in Section 4(d)). In addition, if this Debenture remains outstanding after April 7, 2023, this Debenture shall be convertible into Ordinary Shares at any time and from time to time the option of the Holder (subject to the conversion limitations set forth in Section 4(e) hereof4(d)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Conversion Amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire Principal Amount principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. 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 a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice 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 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.

Voluntary Conversion. At any time after the Original Issue Closing Date until this Note is the Loans are no longer outstanding, this Note the Loans shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holdereach Lender, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(d) hereof). The Holder Each Lender shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note the Loan to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this Note any certificate or instrument evidencing the Loans, if any, to the Company unless the entire Principal Amount principal amount of this Noteall the Loans, plus all accrued and unpaid interest thereon, has been so convertedconverted and evidenced in writing by such a certificate or instrument, in which case the Collateral Agent shall surrender such certificate or instrument, if any, as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note the Loans in an amount equal to the applicable conversionprincipal amount of the Loan being converted as set forth in a Notice of Conversion. The Holder Each Lender and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder applicable Lender 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.

Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertibleLender’s option, in whole or in partits sole discretion, into shares of Common Stock at the option of the HolderLender may, at any time and from time to time time, elect to convert, in whole or in part, the Converted Debt Amount into common Capital Stock of Parent Borrower. In the event Lender so elects to convert all or any portion of the Converted Debt Amount into common Capital Stock of Parent Borrower, Lender will provide Parent Borrower ten (subject 10) Business Days advance written notice thereof (such notice to state that it is a “Term Loan B Conversion Notice”). Prior to the conversion limitations set forth date identified in Section 4(esuch Term Loan B Conversion Notice, Parent Borrower (A) hereof). The Holder shall effect conversions by delivering deliver to Lender or any designee of Lender identified in such Term Loan B Conversion Notice one or more stock certificates, which stock certificates may include appropriate restrictive legends to the Company a extent applicable, evidencing the shares of common Capital Stock of Parent Borrower that are to be issued to Lender or its designee as provided in such Term Loan B Conversion Notice, and (B) pay Lender in cash with respect to that portion of the Converted Debt Amount identified in the Term Loan B Conversion Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount of this Note to be converted into shares of common Capital Stock of Parent Borrower all accrued and unpaid interest on the Converted Debt Amount, the Term Loan Prepayment Charge described in Section 2.6(c)(ii), and all other fees and Secured Obligations outstanding with respect thereto; provided, that such date for delivery of the stock certificates and payments of amounts herein shall be no earlier than ten (10) Business Days prior to the date on which identified for the effectiveness of such conversion shall be effected (such date, in the “Term Loan B 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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire Principal Amount of this Note, 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 conversionNotice. The Holder determination of the number of shares of common Capital Stock of Parent Borrower to be issued and delivered to Lender or its designee as provided herein shall initially be calculated by Lender and identified in such Term Loan B Conversion Notice as follows: (i) the Company shall maintain a Converted Debt Amount identified by Lender in such Term Loan B Conversion Schedule showing Notice to be converted into common Capital Stock of Parent Borrower, divided by (ii) the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Term Loan B Conversion within one (1) Business Day of delivery of such Notice of ConversionPrice. In the event of any dispute or discrepancy, in the records calculation of the Holder number of shares of common Capital Stock of Borrower to be issued and delivered to Lender or its designee as identified in such Term Loan B Conversion Notice, Borrowers and Lender agree to review Lender’s calculation and determine such number of shares in good faith and without delay. Parent Borrower shall have the right to pay cash in lieu of any fractional shares to be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of issued pursuant to 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 hereofSection 2.9(a).

Voluntary Conversion. At any time after the Original Issue Date until this Senior Secured Convertible Note is no longer outstanding, this Senior Secured Convertible Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e4(c) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Senior Secured Convertible Note to be converted and the date on which such conversion shall be effected (such date, the 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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Senior Secured Convertible Note to the Company unless the entire Principal Amount principal amount of this Note, Senior Secured Convertible 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 Senior Secured Convertible Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) 1 Business Day of delivery of such Notice 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 Senior Secured Convertible Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Senior Secured Convertible Note, the unpaid and unconverted Principal Amount principal amount of this Senior Secured Convertible Note may be less than the amount stated on the face hereof.

Voluntary Conversion. The Note is hereby amended so that, as amended, the following section is added: At any time after the Original Issue Date issuance and until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock of the Maker at the option of the HolderPayee, at any time and from time to time (subject to the conversion limitations set forth in Section 4(e) hereof)time. The Holder Payee shall effect conversions by delivering to the Company Maker a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Principal Amount principal amount of this Note to be converted and the date on which such conversion shall be effected (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 deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Payee shall not be required physically to physically surrender this Note to the Company Maker 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 of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company Maker shall maintain a Conversion Schedule records showing the Principal Amount(sprincipal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to conversion price in effect on any Notice Conversion Date shall be one hundred and twenty percent (120%) of the volume weighted average price (“VWAP”) from March 1, 2018 until March 30, 2018 (the “Conversion Price”). The number of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Shares issuable upon a conversion hereunder shall be controlling and determinative in determined by the absence quotient obtained by dividing (x) the outstanding principal amount of manifest errorthis Note to be converted by (y) the Conversion Price. The Holder, and any assignee by acceptance No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion . As to any fraction of a portion of this Noteshare that the Payee would otherwise be entitled to purchase upon such conversion, the unpaid and unconverted Principal Amount Maker shall at its election, either pay a cash adjustment in respect of this Note may be less than such final fraction in an amount equal to such fraction multiplied by the amount stated on Conversion Price or round up to the face hereofnext whole share.