Common use of Optional Conversion Clause in Contracts

Optional Conversion. To convert any Conversion Amount into Conversion Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the second Business Day following the date of receipt of a Conversion Notice, the Company shall, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal as Custodian system. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requests, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto to each Note as Exhibit I (the “Conversion Notice”) to the Company Borrower and the Borrower’s transfer agent and (B) if required by Section 3(c)(ii3(c)(iii), surrender this such Note to a common carrier for delivery to the Company Borrower as soon as practicable on or following such date (or an indemnification undertaking with respect to this the Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company Borrower shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amounttransfer agent. On or before the second Business third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shallBorrower shall (x) upon a sale of any Conversion Shares under Rule 144 or the date the SEC declares effective a registration statement covering any Conversion Shares, and provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled entitled, to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal as At Custodian system. If system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgam, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this required by Section 3(c)(iii), within three (3) Business Days following any conversion of any Note, the Holder shall surrender such Note (or deliver an indemnification undertaking with respect to such Note in the case of its loss, theft or destruction) to the Borrower. If the Note is physically surrendered for conversion as if required by Section 3(c)(ii3(c)(iii) and the outstanding Principal principal of this such Note is greater than the Principal principal portion of the Conversion Amount being converted, then the Company Borrower shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this such Note and at its own expense, issue and deliver to the holder Holder a new identical Note (in accordance with Section 17(d)) representing the outstanding Principal principal and interest not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this such Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In , irrespective of the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the date such Conversion Notice in writing by facsimile or email Shares are credited to the CompanyHolder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 4:59 p.m., New York Time, on such date, a copy of an a duly executed and completed notice of conversion in good order in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking in form and substance reasonably acceptable to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount”). On or before the second third Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, shall (X) credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC Depository Trust Company (“DTC”) through its Deposit/Deposit Withdrawal as Custodian system. If Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender deliver this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the close of the business on the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount”). On or before the second Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the HolderCompany’s or its designee’s balance account with DTC through its Deposit/Withdrawal as Custodian system. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requests, the Company transfer agent shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) electronic mail a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount”). On or before the second Business earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date of receipt of a on which the Holder delivers the Conversion NoticeNotice (such earlier date, the “Share Delivery Date”), the Company shall, shall (x) provided that the Transfer Agent is participating in the DTC Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal as At Custodian system. If system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In , irrespective of the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the date such Conversion Notice in writing by facsimile or email Shares are credited to the CompanyHolder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 4:00 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii6(c)(ii), surrender this cause the Note to a common carrier for delivery be delivered to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction)date. On or before 4:00 p.m., New York Time, on the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder (at the facsimile number provided in the Conversion Notice) and the Company’s transfer agent, if any (the “Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount”). On or before 4:00 p.m., New York Time, on the second third (3rd) Business Day following the date of receipt of a Conversion Notice, Notice (the Company shall, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal as Custodian system. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requests“Share Delivery Date”), the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this the Note is physically surrendered for conversion as required by Section 3(c)(ii6(c)(ii) and the outstanding Principal principal of this the Note is greater than the Principal principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this the Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal principal not converted. The Person person or Persons persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this the Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender deliver this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the close of the business on first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount”). On or before the second Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, shall (X) credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC Depository Trust Company (“DTC”) through its Deposit/Deposit Withdrawal as Custodian system. If Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Class A Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before 4:00 p.m., New York Time, on the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s transfer agent, if any (the “Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount”). On or before 4:00 p.m., New York Time, on the second third Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, shall (X) provided that the Transfer Agent Agent, if any, is participating in the DTC Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Class A Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal as Custodian system. If Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requeststhe foregoing is not applicable, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Class A Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Class A Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Class A Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii3(c)(iii), but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first second (2nd) 2 Insert 120% of the arithmetic average of the five (5) Weighted Average Prices of the Common Stock on the five (5) consecutive Trading Days immediately prior to the Closing Date. Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) electronic mail a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount”). On or before the second Business third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, shall (x) provided that the Transfer Agent is participating in the DTC Depository Trust Company (“DTC”) Fast Automated Securities Transfer ProgramProgram and the Conversion Shares can then be immediately sold or transferred by the Holder pursuant to an effective registration statement or Rule 144, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal as At Custodian system. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program system or if a Holder otherwise requests(y) otherwise, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitledentitled pursuant to such conversion, such certificate to contain such legends as may be required by Section 2(g) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 17(d21(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In the event that the Company does not comply with Holder elects to convert a portion of the provisions set forth in Principal amount of this Section 3(c)(i)Note prior to any applicable Installment Date, the Conversion Amount so converted shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder may rescind otherwise indicates and allocates among any Installment Dates hereunder in the applicable Conversion Notice in writing by facsimile or email to the CompanyNotice.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 6:00 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii7.3.3), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount”). On or before the second Business third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, shall (1)(x) provided that the Transfer Agent is participating in the DTC Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal as At Custodian system. If system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitledentitled and (2) pay to the Holder in cash, by wire transfer of immediately available funds, an amount equal to the Make-Whole Amount. If this Note is physically surrendered for conversion as required by Section 3(c)(ii) 7.3.3 and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 17(d)6.1) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In , irrespective of the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the date such Conversion Notice in writing by facsimile or email Shares are credited to the CompanyHolder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be.”

Optional Conversion. To convert (an "OPTIONAL CONVERSION") any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”"CONVERSION DATE"), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit EXHIBIT I (the “Conversion Notice”"CONVERSION NOTICE") to the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by 's transfer agent (the Company shall confirm the Conversion Amount"TRANSFER AGENT"). On or before the second (2nd) Business Day following the date of receipt of a Conversion NoticeNotice (the "SHARE DELIVERY DATE"), the Company shall, shall (A) (X) provided that the Transfer Agent is participating in the DTC Depository Trust Company ("DTC") Fast Automated Securities Transfer ProgramProgram and the shares of Common Stock issuable upon conversion are registered for resale or are exempt from registration, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal as Custodian system. If Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitledentitled and (B) pay to the Holder in cash an amount equal to the applicable Pro Rata Amount for the Holder that is released from the Cash Collateral Account in connection with such conversion. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the second fifth Business Day following the date of receipt of a Conversion Notice, the Company shall, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal as Custodian system. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requests, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To convert any Conversion Amount into Conversion Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I A (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii4(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) electronic mail a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the second third (3rd) Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, (x) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Common Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal as at Custodian system. If system or, (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address of the Holder as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Common Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii4(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Common Shares on the Conversion Date. In the event the Company does not comply with the provisions set forth in of a partial conversion of this Section 3(c)(i)Note pursuant hereto, the Holder may rescind principal amount converted shall be deducted from the Conversion Notice in writing by facsimile or email to the CompanyPrincipal.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m.9:30 a.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender this Note Debenture to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note Debenture in the case of its loss, theft or destruction). On or before the first Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Agent (a “Confirmation delivered by the Company shall confirm the Conversion AmountReceipt”). On or before the second third Business Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, shall (X) credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal as Custodian system. If Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note Debenture is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note Debenture at the time of such conversion is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder a new Note Debenture (in accordance with Section 17(d18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), All Conversion Amounts converted by the Holder may rescind after the Mandatory Conversion Notice Date shall reduce the Conversion Notice in writing by facsimile or email Amount of this Debenture required to be converted on the CompanyMandatory Conversion Date.”

Optional Conversion. To convert any Conversion Amount into Conversion Ordinary Shares on any date (a “"Conversion Date”"), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company and (B) if required by Section 3(c)(ii(3)(b)(iii), surrender this Note to a common carrier nationally recognized overnight delivery service for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the first Business third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the "Share Delivery Date"), the Company shall transmit by facsimile or email (by attachment in PDF formatX) a confirmation (the “Conversion Confirmation”) if legends are not required to be placed on certificates of receipt of such Conversion Notice to the Holder Ordinary Shares and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the second Business Day following the date of receipt of a Conversion Notice, the Company shall, provided that the Transfer Agent is participating in the DTC Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Ordinary Shares to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal as Custodian system. If Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Ordinary Shares to which the Holder shall be entitledentitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion as required by Section 3(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares upon the transmission of a Conversion Shares on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the CompanyNotice.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and the Transfer Agent and (B) if required by Section 3(c)(ii3(c)(iv), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the second Business third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, shall (x) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal as Custodian system. If Agent Commission system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iv) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall shall, as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (A) transmit by facsimile whether via facsimile, electronic mail or email (by attachment in PDF format) (or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if Company. If required by Section 3(c)(ii33(c)(iii), within three (3) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a common carrier nationally recognized overnight delivery service for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destructiondestruction as contemplated by Section 19(b)). On or before the first Business (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment electronic mail an acknowledgment of confirmation, in PDF format) a confirmation (the “Conversion Confirmation”) form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the second Business (2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall, shall (1) provided that the Transfer Agent is participating in the The DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal as at Custodian system. If system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, issue (and on such date mail the Company shall issue and deliver certificate for delivery (via reputable overnight courier) to the address as specified in the Conversion Notice), a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by pursuant to Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five Business three (3) Trading Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder (or its designee) a new Note (in accordance with Section 17(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Company does not comply with Principal amount converted shall be deducted from the provisions Installment Amount(s) relating to the Installment Date(s) as set forth in this Section 3(c)(i), the Holder may rescind the applicable Conversion Notice in writing by facsimile or email to the CompanyNotice.”

Optional Conversion. To The Holder may convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall Date by (A) transmit transmitting by facsimile or email (by attachment in PDF format) electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto to the form of Note as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if required by Section 3(c)(ii)the Notes are Definitive Notes, surrender this Note surrendering the Notes to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note the Notes in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the first third Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email electronic mail a notice addressed to the Holder and the Conversion Agent confirming (by attachment in PDF formati) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to and (ii) the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered method by which the Company shall confirm the intends to satisfy its Conversion Amount. On or before the second Business Day following the date of receipt of a Conversion Notice, the Company shall, provided that the Transfer Agent is participating Obligation in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account accordance with DTC through its Deposit/Withdrawal as Custodian systemSection 4.06. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requests, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is Definitive Notes are physically surrendered for conversion as required by Section 3(c)(ii) and the outstanding Principal principal amount of this Note the Notes (together with any accrued and unpaid interest thereon) is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and no later than three Business Days following, receipt of the Notes, and in no event later than five Business Days after receipt of this Note and each case at its own expense, issue issue, and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the holder Holder, a new Definitive Note (in accordance with Section 17(d)) representing the outstanding Principal principal amount of the Notes not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note the Notes shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”Conversion

Optional Conversion. To convert any Conversion Amount -------------------- into Conversion Shares shares of Common Stock on any date (a “Conversion Date”"CONVERSION DATE"), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion Conversion in the form attached hereto as Exhibit I (the “Conversion Notice”"CONVERSION NOTICE") to --------- the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the second Business Day following the date of receipt of a Conversion NoticeNotice (the "SHARE DELIVERY DATE"), the Company shall, shall (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal as Custodian system. If Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion Conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion Conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event of a partial Conversion of this Note pursuant hereto, the Company does not comply with principal amount converted shall be deducted from the provisions Installment Amounts relating to the Installment Dates as set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the CompanyNotice.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) electronic mail (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender this Note to a common carrier nationally recognized overnight delivery service for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) electronic mail a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s 's transfer agent (the "Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount"). On or before the second Business third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the "Share Delivery Date"), the Company shall, shall (x) provided that the Transfer Agent is participating in the DTC Depository Trust Company's ("DTC") Fast Automated Securities Transfer ProgramProgram and the Conversion Shares are either registered for issuance or resale by the Holder or eligible for immediate resale by the Holder under Rule 144, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal as At Custodian system. If system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In , irrespective of the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the date such Conversion Notice in writing by facsimile or email Shares are credited to the CompanyHolder's account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first Business (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount”). On or before the second Business (2nd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, shall (X) provided that the Transfer Agent is participating in the DTC Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal as Custodian system. If Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five Business three (3) Trading Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d18(c)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company and (B) if required by Section 3(c)(ii3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first Business second (2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s 's transfer agent (the "Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount"). On or before the second Business third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the "Share Delivery Date"), the Company shall, shall (X) provided that the Transfer Agent is participating in the DTC Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal as Custodian system. If Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 17(d16(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”

Optional Conversion. To The Holder may convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall Date by (A) transmit transmitting by facsimile or email (by attachment in PDF format) electronic mail (or otherwise deliver), for receipt on or prior to 11:59 4:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto to the form of Note as Exhibit I (the “Conversion Notice”) to the Company and (B) (i) if required by Section 3(c)(ii)the Notes are Definitive Notes, surrender this Note surrendering the Notes to a reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note the Notes in the case of its loss, theft or destruction), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the first third Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email electronic mail a notice addressed to the Holder and the Conversion Agent confirming (by attachment in PDF formati) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to and (ii) the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered method by which the Company shall confirm the intends to satisfy its Conversion Amount. On or before the second Business Day following the date of receipt of a Conversion Notice, the Company shall, provided that the Transfer Agent is participating Obligation in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account accordance with DTC through its Deposit/Withdrawal as Custodian systemSection 4.06. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requests, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is Definitive Notes are physically surrendered for conversion as required by Section 3(c)(ii) and the outstanding Principal principal amount of this Note the Notes (together with any accrued and unpaid interest thereon) is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and no later than three Business Days following, receipt of the Notes, and in no event later than five Business Days after receipt of this Note and each case at its own expense, issue issue, and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the holder Holder, a new Definitive Note (in accordance with Section 17(d)) representing the outstanding Principal principal amount of the Notes not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note the Notes shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event of a partial conversion of the Company does not comply with Notes pursuant hereto or to the provisions set forth in this Section 3(c)(i)terms of the Note, the Holder may rescind Conversion Amount converted shall be deducted from the Conversion Notice in writing by facsimile or email aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the Companyterms of this Indenture and such Note following such partial conversion.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile or email (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and the Transfer Agent and (B) if required by Section 3(c)(ii3(c)(iii), surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destructiondestruction as contemplated by Section 18(b)). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the second Business third (3rd) Trading Day following the date of receipt of a Conversion NoticeNotice (the “Share Delivery Date”), the Company shall, shall (x) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal as At Custodian system. If system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestsProgram, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If required by Section 3(c)(iii), within three (3) Business Days following a conversion of this Note, the Holder shall surrender this Note (or deliver an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)) to the Company. If this Note is physically surrendered for conversion as required by Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder Holder a new Note (in accordance with Section 17(d18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In , irrespective of the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email date such shares are credited to the CompanyHolder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be.”

Optional Conversion. To convert any Conversion Amount into Conversion Shares shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (A) transmit by whether via facsimile or email (by attachment in PDF format) (or otherwise deliverotherwise), for receipt on or prior to 11:59 p.m., New York Timetime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and Company. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (Bor other type of guarantee or notarization) if of any form of Conversion Notice be required. If required by Section 3(c)(ii3(c)(iii), within three (3) Trading Days following a conversion of this Debenture as aforesaid, the Holder shall surrender this Note Debenture to a common carrier nationally recognized overnight delivery service for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note Debenture in the case of its loss, theft or destructiondestruction as contemplated by Section 19(b)). On or before the first Business (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email (by attachment an acknowledgment of confirmation, in PDF format) a confirmation (the “Conversion Confirmation”) form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s Transfer Agent. Any Conversion Confirmation delivered by the Company shall confirm the Conversion Amount. On or before the second Business (2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall, shall (1) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer ProgramProgram and further provided that the Registration Statement is then effective or such shares are freely transferable without restriction under Rule 144 under the Securities Act (such transferability without restriction to be evidenced by an opinion of counsel reasonably satisfactory to the Company) by a Holder who is not an affiliate of the Company, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal as at Custodian system. If system or (2) if the Transfer Agent is conditions set forth in clause (1) are not participating in the DTC Fast Automated Securities Transfer Program or if a Holder otherwise requestssatisfied, the Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeedesignee (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for such shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Conversion Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. If this Note Debenture is physically surrendered for conversion as required by pursuant to Section 3(c)(ii3(c)(iii) and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (3) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the holder Holder (or its designee) a new Note Debenture (in accordance with Section 17(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such Conversion Shares shares of Common Stock on the Conversion Date. In the event the Company does not comply with the provisions set forth in this Section 3(c)(i), the Holder may rescind the Conversion Notice in writing by facsimile or email to the Company.”