Common use of Conversion into the Borrower's Common Stock Clause in Contracts

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote of $25,000 or greater amount, and/or or any lesser amount representing the full remaining outstanding and unpaid principal portion (and at the Holder's election with the Company's consentelection, the unpaid interest accrued on the Note), (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein, (the date of giving of such notice of conversion is a "Conversion Date"). Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of on the Note to be converted (and interest, if any) to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be $.07 ("Maximum Base Price").

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 6 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date (“Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three two (2) business days from the Conversion Date (such second day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this Note, and/or accrued interest and Premium, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note and Premium in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note Note, interest and/or Premium to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this NoteNote and accrued interest, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three four (4) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Subject to the terms of this Note, the Holder shall have the right from and after the issuance occurrence of this Note an Event of Default, whether or not such Event of Default is cured, and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") ), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such second day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 6 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote of $10,000 or greater amount, and/or or any lesser amount representing the full remaining outstanding and unpaid principal portion and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock Common Stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Borrower of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At Unless the election interest accrued on the Note is the subject of the Holdera Conversion Notice, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the subscription agreement entered into between the Borrower and Holder relating to this Note ("Subscription Agreement"). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and/or interest of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued but unpaid interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price")hereof, determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company The Holder will deliver accrued but unpaid interest on not be required to surrender the Note through the Conversion Date directly to the Holder on Borrower until the Note has been fully converted or before the Delivery Date (as defined in the Subscription Agreement)satisfied. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three five (5) business days from the Conversion Date (such fifth day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest interest, if any, on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the "Conversion Shares"), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common StockOther Securities") ), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Company shall convert the principal amount of this note into shares of the Company’s stock. Additionally, the Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after six (6) months from the date of the issuance of this Note Debenture and then at any time until this Note Debenture is fully paid, to convert any outstanding and unpaid principal portion of this NoteDebenture, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteDebenture (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note Debenture converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note principal amount of the Debenture being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note Debenture shall be determined by dividing that portion of the principal of the Note this Debenture and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the Issue Date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest if any, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the this Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on this Note in the Note manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued and unpaid interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time on or prior to the Maturity Date, as it may be extended by agreement of the parties hereto, and until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote of $25,000 or greater amount, and/or or any lesser amount representing the full remaining outstanding and unpaid principal portion and at the Holder's election with the Company's consentelection, the accrued interest accrued on the Note, Note (the date of giving of telecopying such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock Common Stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon the delivery of this Note to the Company of a Notice of Conversion as described escrow agent ("Escrow Agent") identified in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") and in the escrow agreement ("Escrow Agreement") referred to therein, or to the Company, accompanied, preceded or followed by notice from the Holder to the Company or Escrow Agent of the Holder's written request for conversion, subject further to the terms of the Escrow Agreement, Borrower shall issue and deliver to the Holder within three ten business days from the Conversion Date that number of shares of Common Stock for the portion of the Note and/or interest converted in accordance with the foregoing. At foregoing and a new Note in the election form hereof for the balance of the Holderprincipal amount hereof, the Company will deliver accrued but unpaid and/or interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)if any. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of and/or interest on the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyconverted, by the Conversion Price. The Company may elect to pay interest on Principal being converted by delivering Common Stock valued at the Conversion Price applied to the Principal being converted but only if such Common Stock is: (i) timely delivered; (ii) is included for unrestricted resale in an effective registration statement described in Section 10.1(iv) of the Subscription Agreement; (iii) no Event of Default has occurred or is continuing; and (iv) receipt of such Common Stock by the holder would not exceed the maximum conversion limitation amount described in Section 9.3 of the Subscription Agreement.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five (5) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, from and after the issuance Borrower's receipt of this Note an Notice of Conversion or the occurrence of any Event of Default, as the case may be, provided the conditions of Section 2.1 have been fulfilled, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this NoteNote and/or interest due and payable set forth in each such Notice of Conversion or the entire principal portion of this Note and/or interest due and payable following the occurrence or an Event of Default, and/or at as the Holder's election with the Company's consentcase may be, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion PriceCONVERSION PRICE"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described substantially in Section 9 of the subscription agreement entered into between the Company and Holder relating form attached to this Note (the "Subscription Agreement") of Note, giving the Holder's written request for conversionconversion (the date of giving such notice of conversion being a "CONVERSION DATE"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price, and then multiplied by One Hundred Twenty Percent (120%).

Conversion into the Borrower's Common Stock. (a) The Subject to Sections 9(f) and 9(p) of the Subscription Agreement, the Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this NoteNote and accrued interest, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three four (4) business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price. Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be $1.50 ("Maximum Base Price").

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Shares as such stock exists Shares exist on the date of issuance of this Note, or any shares of capital stock Shares of Borrower into which such stock Shares shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price Conversion Price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyNote, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionSchedule A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note Availability Date (as defined in the Subscription Agreement) and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, Note (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price price, as defined described in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion Conversion, attached hereto as Exhibit A, as described in Section 9 of the subscription agreement entered into between the Company Borrower and Holder relating to this Note (the "Subscription Agreement") ), all the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five (5) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Fixed Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. The Borrower shall have the option from and after the date of issuance of this Note and then at any time until this Note is fully paid, to convert any accrued interest into fully paid non-assessable registered shares of Common Stock valued at 85% of the average of the daily volume weighted average price (“VWAP”) during the five trading days ending the day prior to a payment date. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentoption, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five (5) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at Note by delivering to Borrower a Notice of Conversion substantially in the Holder's election with the Company's consent, the interest accrued on the Note, form of Exhibit A (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion DateCONVERSION DATE") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion PriceCONVERSION PRICE"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription AgreementPURCHASE AGREEMENT") of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, and /or other fees due hererunder, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company and Holder certain persons who are signatories thereto, including Holder, relating to this Note (the "Subscription Purchase Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at Note by delivering to Borrower a Notice of Conversion substantially in the Holder's election with the Company's consent, the interest accrued on the Note, form of Exhibit A (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "“Common Stock"”) at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's ’s written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. The Borrower shall have the option from and after the date of issuance of this Note and then at any time until this Note is fully paid, to convert any accrued interest into fully paid non-assessable registered shares of Common Stock valued at 85% of the average of the daily volume weighted average price ("VWAP") during the five trading days ending the day prior to a payment date. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time Issue Date until this Note is fully paid, to convert any outstanding and unpaid principal portion of the Principal Amount of this Note, and/or and accrued but unpaid interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower as such stock exists on the date of issuance of this NoteCommon Stock , or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price")hereof, determined as provided herein. Upon delivery to the Company Borrower of a completed notice of conversion, a form of which is annexed hereto as Exhibit A (the “Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionConversion”), Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company The Holder will deliver accrued but unpaid interest on not be required to surrender the Note through the Conversion Date directly to the Holder on Borrower until the Note has been fully converted or before the Delivery Date (as defined in the Subscription Agreement)satisfied. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal Principal Amount of the Note to be converted and accrued but unpaid interest, if any, to be converted, by the Conversion PricePrice (as defined herein).

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement Subscription Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before thirty days after the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b4.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, from and after the issuance Borrower’s receipt of this Note a Notice of Conversion or the occurrence of any Event of Default, as the case may be, and then at any time and from time to time until this Note is fully paid, to convert all or any outstanding portion of the principal of this Note and/or interest due and unpaid payable set forth in each such Notice of Conversion or the entire amount or a portion of the principal portion of this NoteNote and/or interest due and payable following the occurrence of an Event of Default, and/or at as the Holder's election with the Company's consentcase may be, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified or exchanged for (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Borrower of the Holder's ’s written request for conversionconversion (a “Notice of Conversion”, the date of giving such notice of conversion being a Conversion Date), the Borrower shall issue and deliver to the Holder within three ten business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and accrued interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three two (2) business days from the Conversion Date (such second day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.The

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued but unpaid interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b11.2(b) hereof (the "Conversion Price")hereof, determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit C, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company The Holder will deliver accrued but unpaid interest on not be required to surrender the Note through the Conversion Date directly to the Holder on Borrower until the Note has been fully converted or before the Delivery Date (as defined in the Subscription Agreement)satisfied. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion Conversion, attached hereto as Exhibit A, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") ), ALL THE TERMS OF WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five (5) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time after an Amendment to the Company’s Articles of Incorporation increasing the total authorized common shares has been filed with the Secretary of State of Nevada until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three two (2) business days from the Conversion Date (such second day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote subject to the availability of adequate shares of the Company’s common stock being available for issue (“Adequate Authorized Shares”), and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance Issue Date of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest if any, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder Payee shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Payee (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b5.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder Payee within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after 120 days after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the Unsecured 21 interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Class A common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") ), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, Note (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion Conversion, attached hereto as Exhibit A, as described in Section 9 of the subscription agreement entered into between the Company Borrower and Holder relating to this Note (the "Subscription Agreement") ), all the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five (5) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note Debenture and then at any time until this Note Debenture is fully paid, to convert any outstanding and unpaid principal portion of this NoteDebenture, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteDebenture (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note Debenture converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note principal amount of the Debenture being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note Debenture shall be determined by dividing that portion of the principal of the Note this Debenture and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note Maturity Date, and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit B, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or together with accrued but unpaid interest thereon, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal Principal portion of this NoteNote and accrued interest, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 7 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's ’s written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date (“Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.2 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Subject to Section 9(f) and 9(s) of the Subscription Agreement, the Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note Debenture and then at any time until this Note Debenture is fully paid, to convert any outstanding and unpaid principal portion of this NoteDebenture, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteDebenture (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note Debenture converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note principal amount of the Debenture being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note Debenture shall be determined by dividing that portion of the principal of the Note thisDebenture and accrued interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three 10 business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note Effective Date, as defined in the Purchase Agreement, and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription Purchase Agreement") of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, from and after the issuance of this Note date hereof, and then at any time until this Note note is fully paid, paid in full to convert all or any outstanding and unpaid portion of the principal portion of this Note, Note and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") due and payable into fully paid and nonassessable paid, non-assessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the conversion price as defined in Section 2.1(b) hereof set forth below (the "Conversion PriceCONVERSION PRICE"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionconversion (the date of giving such notice of conversion being a "CONVERSION DATE"), the Borrower shall issue and deliver to the Holder within three two business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Fixed Conversion PricePrice as of the Conversion Date. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to the Principal Amount for the Maturity Date in chronological order.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the "Conversion Shares"), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common StockOther Securities") ), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver in cash accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal Principal of the this Note and accrued Interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued Interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this NoteNote (such shares, the “Conversion Shares”), or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") “Other Securities”), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is attached hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver in cash accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal Principal of the this Note and accrued Interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion Conversion, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") ), the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the Issue Date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest if any, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price Conversion Price as defined in Section 2.1(b) hereof (the "Conversion Price"), hereof,determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three four (4) business days from after the Conversion Date (such fourth day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the outstanding principal amount of the Note to be converted and accrued but unpaid interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this NoteNote of $10,000 or greater amount, and/or or any lesser amount representing the full remaining outstanding and unpaid principal portion and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 9.1(b) of the subscription agreement Convertible Note Purchase Agreement entered into between the Company and Holder certain persons who are signatories thereto, including Holder, relating to this Note (the "Subscription Purchase Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such 2 stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, during the period from and after the issuance date hereof until the close of this Note and then at any time until this Note is fully paidbusiness on December 31, 2015, to convert all or any outstanding and unpaid portion of the principal portion of this Note, Note and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") due and payable into fully paid and nonassessable paid, non-assessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common StockCOMMON STOCK") at the conversion price as defined in Section 2.1(b) hereof set forth below (the "Conversion PriceCONVERSION PRICE"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionconversion (the date of giving such notice of conversion being a "CONVERSION DATE"), the Borrower shall issue and deliver to the Holder within three two business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Fixed Conversion PricePrice as of the Conversion Date. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to the Principal Amount for the Maturity Date in chronological order.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consentelection, the interest accrued on the Note, Note (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price price, as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion Conversion, attached hereto as Exhibit A, as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") ), all the terms of which are incorporated herein by this reference, of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three five (5) business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Subject to Sections 7(e) and 9.3 of the Subscription Agreement and the terms hereof, the Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three seven business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b4.1(b) hereof (the "“Conversion Price"”), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)Date. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 8 of the subscription agreement Securities Purchase Agreement entered into between the Company Borrower and Holder certain persons who are signatories thereto, including the Holder, relating to this Note (the "Subscription Purchase Agreement") of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance date of this Note the occurrence of an Event of Default and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest to be converted and interest, if anyconverted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of the Borrower (the "Conversion Shares") as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") below of the Holder's written request for conversion, the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreementbelow). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the Note and accrued interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price Conversion Price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)hereof. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event that the Holders of at least 80% of the aggregate amount of the Notes exercise their right to convert the Notes into Borrower’s Common Stock, the Company shall notify the Holders not exercising their conversion right of such exercise, and such Holders shall then be obligated to convert their Notes into Borrower’s Common Stock.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued but unpaid interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "“Conversion Date"”) into fully paid and nonassessable non-assessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price")hereof, determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion Conversion, a form of which is annexed hereto as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionExhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company The Holder will deliver accrued but unpaid interest on not be required to surrender the Note through the Conversion Date directly to the Holder on Borrower until the Note has been fully converted or before the Delivery Date (as defined in the Subscription Agreement)satisfied. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion PricePrice (as defined herein) then in effect.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and accrued interest, at the Holder's election with of the Company's consent, the interest accrued on the Note, Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock Common Stock shall hereafter be changed or reclassified (the "Common Stock") reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company Borrower of a completed Notice of Conversion as described in Section 9 Conversion, a form of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversionwhich is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from after the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company Borrower will deliver accrued but unpaid interest on the Note Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription AgreementSecond Amendment). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or and at the Holder's election with the Company's consentelection, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 8 of the subscription agreement Convertible Note Purchase Agreement entered into between the Company and Holder certain persons who are signatories thereto, including Holder, relating to this Note (the "Subscription Purchase Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date 41 days following issuance of this Note and then at any time on or prior to the Maturity Date, as it may be extended by agreement of the parties hereto, or until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or Note and accrued interest of $25,000 or greater amount (or any lesser amount representing the full remaining outstanding and unpaid principal portion and at the Holder's election with the Company's consentelection, the accrued interest accrued on the Note, Note (the date of giving of such notice of conversion being a "Conversion Date"Date'1) into fully paid and nonassessable shares of common stock Common Stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon the delivery of this Note to the Company of a Notice of Conversion as described escrow agent ("Escrow Agent") identified in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") and in the escrow agreement (t'Escrow Agreement") referred to therein, accompanied, preceded or followed by notice from the Holder to the Company or Escrow Agent of the Holder's written request for conversion, subject further to the terms of the Escrow Agreement, as defined below, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note and/or interest converted in accordance with the foregoing. At foregoing and a new Note in the election form hereof for the balance of the Holderprincipal amount hereof, the Company will deliver accrued but unpaid and/or interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement)if any. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of and/or interest on the Note to be converted and interest, if anyconverted, by the Conversion Price.