Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date (the “Delivery Date”), the Maker shall deliver to the Holder by (i) express courier a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of all or part of this Note, or (ii) provided that Maker’s designated transfer agent participates in the DTC Fast Automated Securities Transfer Program, at all times after the Holder has notified the Maker that this clause (ii) shall apply, credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System. If in the case of any Conversion Notice such certificate, certificates or shares are not delivered to or as directed by the Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Optional Conversion Date or the Mandatory Conversion Date, as the case may be (the “Delivery Date”), the Maker Company or its designated transfer agent, as applicable, shall issue and deliver to the Holder by (i) express courier a certificate or certificates representing the number of shares of Common Stock being acquired upon Depository Trust Company (“DTC”) account on the conversion of all or part of this Note, or Holder’s behalf via the Deposit Withdrawal Agent Commission System (ii“DWAC”) provided that Maker’s designated transfer agent participates as specified in the DTC Fast Automated Securities Transfer ProgramOptional Conversion Notice, at all times after registered in the name of the Holder has notified the Maker that this clause (ii) shall applyor its designee, credit for the number of shares of Common Stock to which the Holder shall be entitled entitled, or (ii) to the Holder’s , the Conversion Securities as specified in the Mandatory Conversion Notice. Notwithstanding the foregoing, in the alternative, not later than the Delivery Date, the Company shall deliver to the Holder by express courier a certificate or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission Systemcertificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement and/or the related documentation of the Qualified Financing, as the case may be) representing the number of Conversion Shares or Conversion Securities, as the case may be, being acquired upon the conversion of this Note. If in the case of any Optional Conversion Notice such certificate, DWAC transfer or certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversionOptional Conversion, in which event the Maker Company shall immediately return this Note tendered for conversionOptional Conversion, whereupon the Maker Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“Delivery DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Maker or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has notified complied with the Maker that this clause applicable prospectus delivery requirements (ii) shall apply, credit the number of shares of Common Stock as evidenced by documentation furnished to which the Holder shall be entitled and reasonably satisfactory to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission SystemMaker). If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“Delivery DWAC”) as specified in the Conversion Notice, the number of shares of Common Stock to which the Holder shall be entitled upon such conversion, registered in the name of the Holder or its designee. In the alternative, not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required pursuant to the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Maker or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale by the Holder and the Holder has notified complied with the Maker that this clause applicable prospectus delivery requirements or an exemption from such registration requirements (ii) shall apply, credit the number of shares of Common Stock each as evidenced by documentation furnished to which the Holder shall be entitled and reasonably satisfactory to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission SystemMaker). If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company ("DTC") account on the “Delivery Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the "Delivery Date"). Notwithstanding the foregoing to the contrary, the Maker or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after on the Holder's behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has notified complied with the Maker that this clause applicable prospectus delivery requirements (ii) shall apply, credit the number of shares of Common Stock as evidenced by documentation furnished to which the Holder shall be entitled and reasonably satisfactory to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission SystemMaker). If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any The conversion of this Note shall be conducted in the following manner: Holder's Conversion Date (the “Delivery Date”), the Maker shall deliver to the Holder by (i) express courier a certificate or certificates representing the number of Requirements. To convert this Note into shares of Common Stock being acquired upon the conversion of all or part of this Note, or (ii) provided that Maker’s designated transfer agent participates on any date set forth in the DTC Fast Automated Securities Transfer ProgramConversion Notice by the Holder (the Conversion Date"), at all times the Holder shall transmit by email, facsimile or otherwise deliver, for receipt on or prior to 11 59 p.m., Eastern Time, on such date or on the next business day, a copy of a fully executed notice of conversion in the form attached hereto as Exhibit 1 to the Company. Company's Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, send, Via email, facsimile or overnight courier, a confirmation of receipt of such Conversion Notice to such Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein Within two (2) Business Days after the Holder has notified date the Maker that this clause Conversion Notice is delivered, the Company shall have Issued and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, it shall, within two (ii2) shall applyBusiness Days after the date the Conversion Notice was delivered, credit have surrendered to an overnight courier for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled Record Holder, The person or persons entitled to receive the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System. If in the case shares of any Conversion Notice such certificate, certificates or shares are not delivered to or as directed by the Holder by the Delivery Date, the Holder Common Stock issuable upon a conversion of this Note shall be entitled by written notice to treated for all purposes as the Maker at any time on record holder or before its receipt holders of such certificate or certificates thereafter, to rescind such conversion, in which event shares of Common Stock on the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust CompanyDate.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date (the “Delivery Date”), the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than the Delivery Date, the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of all or part of this Note, or (ii) provided that Maker’s designated transfer agent participates in the DTC Fast Automated Securities Transfer Program, at all times after the Holder has notified the Maker that this clause (ii) shall apply, credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System. If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date (the “Delivery Date”), the Maker Company or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date, the Company shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Company or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has notified complied with the Maker that this clause (ii) shall apply, credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission Systemapplicable prospectus delivery requirements. If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker Company shall immediately return this Note if tendered for conversion, whereupon the Maker Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“Delivery DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, such number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of all or part of this Note, or Note (ii) provided that Maker’s designated transfer agent participates in the DTC Fast Automated Securities Transfer Program, at all times after the Holder has notified the Maker that this clause (ii) shall apply, credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System“Delivery Date”). If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date and after there are a sufficient number of authorized but unissued shares of Maker common stock to issue the Maker common stock upon any debt conversion, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“Delivery DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Maker or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has notified complied with the Maker that this clause applicable prospectus delivery requirements (ii) shall apply, credit the number of shares of Common Stock as evidenced by documentation furnished to which the Holder shall be entitled and reasonably satisfactory to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission SystemMaker). If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. The Holder shall give the Company five (a5) business days' prior written notice (the "Optional Conversion Notice") of each Optional Conversion. The date on which each conversion is effected is herein referred to as a "Conversion Date." Not later than three five (35) Trading Days after any each Conversion Date (the “last day of each such period, a "Delivery Date”"), the Maker Company or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company ("DTC") account on the Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Optional Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. Notwithstanding the foregoing, in the alternative, not later than the Delivery Date, the Company shall deliver to the applicable Holder by (i) express courier a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of all or part of this Note. If, or (ii) provided that Maker’s designated transfer agent participates in the DTC Fast Automated Securities Transfer Program, at all times after the Holder has notified the Maker that this clause (ii) shall apply, credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission System. If in the case of any Optional Conversion Notice such certificate, DWAC transfer or certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker Company shall immediately return this Note tendered for conversion, whereupon the Maker Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“Delivery DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Maker or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has notified complied with the Maker that this clause (ii) shall apply, credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission Systemapplicable prospectus delivery requirements. If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note if tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company ("DTC") account on the “Delivery Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing SERIES A SENIOR CONVERTIBLE PROMISSORY NOTE PAGE 8 OF 23 the number of shares of Common Stock being acquired upon the conversion of all this Note (the "Delivery Date"). Notwithstanding the foregoing to the contrary, the Maker or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after on the Holder's behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has notified complied with the Maker that this clause applicable prospectus delivery requirements (ii) shall apply, credit the number of shares of Common Stock as evidenced by documentation furnished to which the Holder shall be entitled and reasonably satisfactory to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission SystemMaker). If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company ("DTC") account on the “Delivery Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, in the event that (i) the Registration Statement is not effective or (ii) the Common Stock is not eligible for transfer pursuant to the Depository Trust Company's Automated Securities Transfer Program, then not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the "Delivery Date"). Notwithstanding the foregoing to the contrary, the Maker or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after on the Holder's behalf via DWAC (or certificates free of restrictive legends) if the Holder has notified complied with the Maker that this clause (ii) shall apply, credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission Systemapplicable prospectus delivery requirements. If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) 3.3.1 Not later than three (3) Trading Days after any Conversion Date Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“Delivery DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Maker or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has notified complied with the Maker that this clause applicable prospectus delivery requirements (iias evidenced by documentation furnished to and reasonably satisfactory to the Maker) shall apply, credit the number of shares of Common Stock to which or the Holder shall be entitled may effect such sales pursuant to Rule 144 under the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission SystemSecurities Act. If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) 3.3.2 and 3.3.3 shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“Delivery DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, such number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Maker or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after the Holder has notified the Maker that this clause (ii) shall apply, credit the number of shares of Common Stock to which the Holder shall be entitled to on the Holder’s behalf via DWAC (or its designee’s balance account certificates free of restrictive legends) if such conversion is in connection with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission Systema sale. If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date (the “Delivery Date”), the Maker shall deliver to the Holder by (i) express courier a certificate or certificates representing the number of No fractional shares of Common Stock being acquired shall be issued upon the conversion of all this Debenture. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall pay cash to such Holder in an amount equal to such fraction multiplied by the Conversion Price then in effect. In order to convert Debenture into full shares of Common Stock, the Holder shall surrender the certificate or part certificates therefore, duly endorsed, by either overnight courier or 2-day courier, to the office of this Note, the Company or (ii) provided that Maker’s designated of any transfer agent participates in for the DTC Fast Automated Securities Transfer ProgramDebenture, and shall give written notice to the Company at all times after such office with a copy to President of Company, tel 000-000-0000 facsimile 000-000-0000, that he elects to convert the Holder has notified same, the Maker that this clause (ii) shall apply, credit number of Debenture so converted and a calculation of the number of shares of Common Stock to be issued upon conversion (with an advance copy of the certificate(s) and the notice by facsimile); provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless either the certificates evidencing such Debenture are delivered to the Company or its transfer agent as provided above, or the Holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Notwithstanding the foregoing, the conversion right of the Holder set forth herein shall be limited, solely to the extent required, from time to time, such that in no instance shall the maximum number of shares of Common Stock into which the Holder may convert this Debenture exceed, at any one time, an amount equal to the remainder of (i) 4.99% of the then issued and outstanding shares of Common Stock of the Company following such conversion, minus (ii) the number of shares of Common Stock of the Company then held by the Holder. The Company shall use its best efforts to issue and deliver to Holder or to Holder=s Counsel (AHolder=s Counsel@) within seven (7) business days after delivery to the Company of such certificates, or after such agreement and indemnification, to such Holder of Debenture at the address of the Holder on the books of the Company, a certificate or certificates for the number of shares of Common Stock with legend to which the Holder shall be entitled as aforesaid. The date on which notice of conversion is given (the “Date of Conversion”) shall be deemed to be the Holder’s date in such notice of conversion is received by the Company, provided that the original Debenture to be converted are received by the transfer agent or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission Systemthe Company within five business days thereafter and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If in the case original Debenture to be converted are not received by the transfer agent or the Company within five business days after the Date of any Conversion Notice such certificateConversion, certificates or the notice of conversion shall become null and void. In the event of all said shares are not delivered to as provided for herein, holder may at its own option declare the within Debenture in default and demand immediate payment of all principal and accrued interest. Following conversion of a Debenture, or as directed by the Holder by the Delivery Datea portion thereof, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafterprincipal and, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request payment thereof of the Holderinterest owed on that Debenture or portion of the Debenture so converted will be deemed paid in full and satisfied, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Companyand such Debenture or portion thereof will no longer be outstanding.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company ("DTC") account on the “Delivery Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, such number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date”), the Maker shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the "Delivery Date"). Notwithstanding the foregoing to the contrary, the Maker or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after the Holder has notified the Maker that this clause (ii) shall apply, credit the number of shares of Common Stock to which the Holder shall be entitled to on the Holder’s 's behalf via DWAC (or its designee’s balance account certificates free of restrictive legends) if such conversion is in connection with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission Systema sale. If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Optional Conversion Date or the Mandatory Conversion Date, as the case may be (the ““ Delivery DateDate ”), the Maker Company or its designated transfer agent, as applicable, shall issue and deliver to the Holder by (i) express courier a certificate or certificates representing the number of shares of Common Stock being acquired upon Depository Trust Company (“ DTC ”) account on the conversion of all or part of this Note, or Holder’s behalf via the Deposit Withdrawal Agent Commission System (ii“ DWAC ”) provided that Maker’s designated transfer agent participates as specified in the DTC Fast Automated Securities Transfer ProgramOptional Conversion Notice, at all times after registered in the name of the Holder has notified the Maker that this clause (ii) shall applyor its designee, credit for the number of shares of Common Stock to which the Holder shall be entitled entitled, or (ii) to the Holder’s , the Conversion Securities as specified in the Mandatory Conversion Notice. Notwithstanding the foregoing, in the alternative, not later than the Delivery Date, the Company shall deliver to the Holder by express courier a certificate or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission Systemcertificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement and/or the related documentation of the Qualified Financing, as the case may be) representing the number of Conversion Shares or Conversion Securities, as the case may be, being acquired upon the conversion of this Note. If in the case of any Optional Conversion Notice such certificate, DWAC transfer or certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversionOptional Conversion, in which event the Maker Company shall immediately return this Note tendered for conversionOptional Conversion, whereupon the Maker Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.

Mechanics of Conversion. (ac) Not later than three (3) Trading Days after any Conversion Date (the “Delivery Date”), the Maker Company or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date, the Company shall deliver to the applicable Holder by (i) express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions representing the number of shares of Common Stock being acquired upon the conversion of all this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Company or part of this Note, or (ii) provided that Maker’s designated its transfer agent participates in shall only be obligated to issue and deliver the shares to the DTC Fast Automated Securities Transfer Program, at all times after on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has notified complied with the Maker that this clause (ii) shall apply, credit the number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Corporation through its Deposit Withdrawal Agent Commission Systemapplicable prospectus delivery requirements. If in the case of any Conversion Notice such certificate, certificate or certificates or shares are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker Company shall immediately return this Note if tendered for conversion, whereupon the Maker Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. The Maker shall upon request of the Holder, use its best efforts to deliver Conversion Shares hereunder electronically through the Depository Trust Company.