Common use of Voluntary Conversion Clause in Contracts

Voluntary Conversion. At any time after the Exchange Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected and the amount of principal and interest remaining outstanding, if any after such conversion (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless and until such time as the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion and, upon such conversion or repayment, this Note shall be deemed to be automatically amended so as to reflect such adjusted principal amount. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). The Conversion Date shall be no earlier than the date that such Notice of Conversion is deemed delivered hereunder. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredhereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. Following delivery of the Notice of Conversion to the Company, the Company shall promptly update the Conversion Schedule (showing the principal amount(s) converted and the date of such conversion(s)) and deliver the same to the Holder. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount and accrued interest of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject hereunder. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Amortization Amount(s) relating to the Right Amortization Date(s) as set forth in the applicable Notice of Repayment)Conversion. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. The Note is hereby amended so that, as amended, the following section is added: At any time after the Exchange Date issuance and until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock of Creative Medical Technology Holdings, Inc., a Nevada corporation and parent of Maker (“CELZ”) at the option of the HolderPayee, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment)time. The Holder Payee shall effect conversions by delivering to the Company Maker and CELZ a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Payee shall not be required physically to physically surrender this Note to the Company Maker unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company Maker shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to conversion price in effect on any Notice Conversion Date shall be one hundred and twenty percent (120%) of the volume weighted average price (“VWAP”) from March 1, 2018 until March 30, 2018 (the “Conversion Price”). The number of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Shares issuable upon a conversion hereunder shall be controlling and determinative in determined by the absence of manifest error. The Holder, and any assignee quotient obtained by acceptance of this Note, acknowledge and agree that, by reason of dividing (x) the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted outstanding principal amount of this Note may to be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided converted by (y) the Conversion Price. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share that the Payee would otherwise be entitled to purchase upon such conversion, the Maker shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price in effect (as if a Notice of Conversion was delivered or round up to the Company with respect thereto on the date of such applicable Repayment Failure)next whole share.

Voluntary Conversion. At any time after the Exchange one-year anniversary of the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of RepaymentSection 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time on or after the Exchange Date occurrence of an Event of Default that has not been cured in accordance with Section 6 hereof until this Note is no longer outstanding, this Note shall be convertibleconvertible at the Mandatory Default Amount, in whole or in partpart subject to the terms of Section 6(b) hereof, into shares of Common Stock Stock, at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date date of this Amendment and until this the Note is no longer outstanding, this Note (inclusive of principal and all accrued and unpaid interest thereon) shall be convertible, in whole or in part, into shares of common stock of the Company (the "Common Stock Stock") at the option of the HolderPayee, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d5(c) and the Company’s Right of Repaymenthereof). The Holder Payee shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount and the accrued and unpaid interest thereon of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredhereunder. To effect conversions hereunder, the Holder Payee shall not be required to physically surrender this Note to the Company physically unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount and the unpaid interest thereon of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company shall maintain records showing the principal amount(s) and the accrued and unpaid interest thereon so converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Payee shall be controlling and determinative in the absence of manifest error. The HolderPayee, and any assignee by acceptance of this Amendment and of the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this the Note, the unpaid and unconverted principal amount of this the Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure)thereof.

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment4(e)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). The Conversion Date shall be no earlier than the date that such Notice of Conversion is deemed delivered hereunder. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredhereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. Following delivery of the Notice of Conversion to the Company, the Company shall promptly update the Conversion Schedule (showing the principal amount(s) converted and the date of such conversion(s)) and deliver the same to the Holder. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time all times after the Exchange Original Issue Date until this Note is no longer outstanding, the principal and accrued interest due and payable under this Note shall be convertible, in whole or in part, convertible into shares of common stock, par value $0.000001 per share, of the Company (“Common Stock Stock”) at the option of the Holder, in whole or in part at any time and from time to time (subject time, so long and only to the conversion limitations set forth in Section 4(d) extent that after taking into consideration all issued and outstanding common stock shares and the maximum number of shares issuable under all issued and outstanding convertible securities at the time of conversion, there remain enough authorized but unissued shares under the Company’s Right Certificate of Repayment)Incorporation that are not previously reserved for issuance under such convertible securities to effect conversion of this Note. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, subject to the Right of Repayment, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredprovided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, Note plus all accrued and unpaid interest thereon, thereon has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted and the date of such conversion(s)conversions. The Company may shall deliver an any objection to any Notice of Conversion within one (1) 3 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding However, at the foregoing, upon receipt of a Notice of ConversionCompany’s request, the Company Holder shall have the right to repay all or any portion of surrender the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on within five (5) trading days following such request so that a new Note reflecting the date of such applicable Repayment Failure)correct principal amount may be issued to Holder.

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, subject to the Right of Repayment, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredprovided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateand all accrued but unpaid interest thereon has been paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted and the date of such conversion(s)conversions. The Company may shall deliver an any objection to any Notice of Conversion within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date date of this Amendment and until this the Note is no longer outstanding, this Note (inclusive of principal and all accrued and unpaid interest thereon) shall be convertible, in whole or in part, into shares of common stock of the Company (the “Common Stock Stock”) at the option of the HolderPayee, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d5(c) and the Company’s Right of Repaymenthereof). The Holder Payee shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount and the accrued and unpaid interest thereon of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredhereunder. To effect conversions hereunder, the Holder Payee shall not be required to physically surrender this Note to the Company physically unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount and the unpaid interest thereon of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company shall maintain records showing the principal amount(s) and the accrued and unpaid interest thereon so converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Payee shall be controlling and determinative in the absence of manifest error. The HolderPayee, and any assignee by acceptance of this Amendment and of the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this the Note, the unpaid and unconverted principal amount of this the Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure)thereof.

Voluntary Conversion. At any time after the Exchange Date time the Conversion Shares Approval is obtained and until this Note is no longer outstanding, the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, shall be convertible, in whole or in part, into shares of Common Stock the Company’s common stock (such shares, the “Conversion Shares”) at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and 8.3 of the Company’s Right of RepaymentSecond Amendment). The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion (in accordance with Section 10.1(a)), the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and any accrued and unpaid interest thereon to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to have been given to the Right of RepaymentCompany in accordance with Section 10.1(a). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunderconvert this Note, the Holder shall not be required to (a) physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted or is being converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares Conversion Shares on the Share Delivery Date, or (b) provide any medallion guarantee (or other type of guarantee or notarization) on the Notice of Conversion. Conversions hereunder of this Note shall have the effect of lowering the outstanding principal amount of this Note and any accrued and unpaid interest thereon in an amount equal to the applicable conversionamounts converted. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such the date the Notice of ConversionConversion is given to the Company. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The HolderHxxxxx, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date until this Note is no longer outstandingprior to Repayment Date, this Note shall be convertible, in whole or in part, into shares of Common Stock at the sole option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all together with accrued and but unpaid interest thereon, due thereon (the “Outstanding Amount”) has been so converted converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions Partial conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, either into shares of Common Stock at or a cash payment equivalent to a multiple of (i) the closing price of the shares of Common Stock on the day that the Holder notifies the Company of its intent to convert this Note (or a portion thereof) and (ii) the number of shares of Common Stock that would otherwise have been issued if the Company had chosen the option to convert into Common Stock; provided, however, that although the decision to convert is solely within the discretion of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and form of payment is solely within the discretion of the Company’s Right of Repayment). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredhereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time beginning one year after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the HolderHolder (the “Conversion Shares”), at any time and from time to time (subject to the mechanics of conversion limitations and adjustment provisions set forth in Section 4(d) and the Company’s Right of Repayment)herein. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Note Schedule showing the principal amount(s) converted and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after each amendment thereto. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).one

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required physically to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Upon every Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number deliver an additional $1,000 worth of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided as calculated by (y) the Conversion Price in effect (as if a on the Conversion Notice being honored) to cover the Holder’s expenses and deposit fees associated with each Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure)Conversion.

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d5(d) hereof); provided, however, that this Note shall not be convertible through and including the Company’s Right six (6)-month anniversary of Repayment)the Original Issue Date unless an Event of Default has occurred that has not been cured during the relevant cure period, if any, in which event this six (6)-month prohibition against conversion shall not be operative. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount Principal Amount of this Note and accrued and unpaid Interest thereon to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount Principal Amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case and the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery DateConversion Shares have been delivered. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(sPrincipal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until all amounts due under this Note is no longer outstandinghave been paid in full, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(e) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has thereon and all other amounts due under this Note have been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Trading Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after between the Exchange original Issue Date until this Note is no longer outstandingand the six (6) month anniversary of the Original Issue Date, this Note shall may be convertible, converted into the Company’s common stock in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time part (subject to any limitations on conversion), at the conversion limitations set forth in Section 4(d) and the Company’s Right of RepaymentConversion Price (as hereinafter defined). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex Exhibit A (each, a the “Holder’s Notice of Conversion”), specifying therein the principal amount Principal Amount and interest of this Note to be converted and the date on which such conversion shall is to be effected (such date, subject to the Right of Repayment, the a “Voluntary Conversion Date”). If no Voluntary Conversion Date is specified in a Notice of Voluntary Conversion, the Voluntary Conversion Date shall be the date that such Notice of Voluntary Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredprovided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount Principal Amount of this Note, Note plus all accrued and unpaid interest thereon, thereon has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount(s) Principal Xxxxxx converted and the date of such conversion(s)conversions. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(e) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount Principal Amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount Principal Amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(sPrincipal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any contents set forth in the Notice of Conversion within one (1) Business Day of delivery of such Notice of ConversionConversion (it being understood that the Company does not have the right to object to the Holder’s right to conversion of the Note in accordance with its terms). In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Crown Convertible Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).7

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. EXECUTION COPY Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule, containing at a minimum the information shown on Schedule 1, and showing historically, among other things, the principal amount(s) amounts converted and the date of such conversion(s)conversions. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance On the date of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to repay all whether such shares of Common Stock may then be resold pursuant to Rule 144 or any portion of the Note included an effective and available registration statement, in the form attached hereto as Annex B, of receipt of such Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note Conversion in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure)terms herein.

Voluntary Conversion. At any Commencing on the first anniversary of the Original Issue Date, and thereafter from time after the Exchange Date to time until this Note is no longer outstanding, the principal amount of and accrued and unpaid interest under this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions of principal hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionprincipal amount so converted. The Holder and the Company shall maintain records showing the principal amount(s) amount converted and the date of each such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversionconversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of the principal amount of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At Subject to any shareholder approval that may be required to authorize enough authorized but unissued common shares under the Company’s Certificate of Incorporation, at any time after the Exchange Original Issue Date until this Note is no longer outstanding, the principal and accrued interest due and payable under this Note shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject time, so long and only to the conversion limitations set forth in Section 4(d) extent that after taking into consideration all issued and outstanding common stock shares and the maximum number of shares issuable under all issued and outstanding convertible securities at the time of conversion, there remain enough authorized but unissued shares under the Company’s Right Certificate of Repayment). Incorporation that are not previously reserved for issuance under such convertible securities to effect conversion of this Note.. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, subject to the Right of Repayment, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredprovided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, Note plus all accrued and unpaid interest thereon, thereon has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted and the date of such conversion(s)conversions. The Company may shall deliver an any objection to any Notice of Conversion within one (1) 3 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding However, at the foregoing, upon receipt of a Notice of ConversionCompany’s request, the Company Holder shall have the right to repay all or any portion of surrender the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on within five (5) Trading Days following such request so that a new Note reflecting the date of such applicable Repayment Failure)correct principal amount may be issued to Holder.

Voluntary Conversion. At any time after Within five (5) Business Days following the Exchange Date until effective date of the registration statement of the Borrower filed under the Securities Act that covers the resale of the shares of the common stock of the Borrower issuable pursuant to the provisions of this Agreement, the Lenders will commence the conversion of all amounts owed under the Note, subject in each instance to the Beneficial Ownership Limitation, into such number of fully paid and non-assessable shares of the common stock of the Borrower as is determined by dividing (x) that portion of the outstanding amount owed by the Borrower (including all principal and interest (which, as at the date hereof, is $197,335.65)) that the Borrower elects to convert by (y) the Conversion Price. For the avoidance of doubt, the sole repayment of the Note is no longer outstanding, this Note shall be convertible, in whole or in part, will occur via conversions into shares of Common Stock at the option common stock of the HolderBorrower. With respect to partial conversions of the Note, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and Borrower shall keep written records of the Company’s Right amount of Repayment)the Note converted as of the date of such conversion. The Holder Lenders shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this the Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Lenders shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this the Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder Lenders shall surrender this the Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this the Note in an amount equal to the applicable conversion. The Holder Lenders and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Lenders shall be controlling and determinative in the absence of manifest error. The HolderLenders, and any assignee by acceptance of this the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this the Note, the unpaid and unconverted principal amount of this the Note may be less than the amount stated on the face hereof. Notwithstanding The Lenders agree to use their reasonable best efforts to voluntarily convert all amounts owed under the foregoing, upon receipt of a Notice of Conversion, Note on or prior to the Company shall have last Trading Day before the right to repay all or any portion Trading Day on which the next meeting of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure)Company’s shareholders will take place.

Voluntary Conversion. At any time after and from time to time, commencing on the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof); provided, that any initial request for conversion shall be for not less than 25% of the principal amount of this Note, and any subsequent request for conversion shall be for not less than 10% of the Company’s Right principal amount of Repayment)this Note. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has thereon and all other amounts due under this Note have been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex asAnnex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note and any accrued and unpaid interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to time; provided, however, that the Holder shall not effect any conversion limitations set forth of this Note if, immediately after such conversion, the Holder and its affiliates would in Section 4(d) and the aggregate beneficially own more than 9.9% of the Company’s Right 's outstanding shares of Repayment)Common Stock. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject hereunder. The Company shall, promptly upon its receipt of a Notice of Conversion, notify the Holder by telephone and by facsimile of the number of shares of Common Stock outstanding on such date and the number of Conversion Shares which would be issuable to the Right of Repayment). No ink-original Holder if the conversion requested in such Notice of Conversion shall be requiredwere effected in full, nor shall any medallion guarantee (whereupon, notwithstanding anything to the contrary set forth in this Note, the Holder may, to the extent that the Holder determines that such conversion would result in the Holder and its affiliates beneficially owning more than 9.9% of the Company's outstanding shares of Common Stock, within one Trading Day of its receipt of the Company's notice as required by this sentence, revoke such conversion in whole or other type of guarantee in part by notifying the Company by telephone or notarization) of any Notice of Conversion form be requiredfacsimile. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, Note plus all accrued and unpaid interest thereon, thereon has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date August 31, 2004 until this Note there is no longer outstandinga balance outstanding on the Grid Note, this principal and interest due on the Grid Note shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the HolderLender, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d2(c) and the Company’s Right of Repaymenthereof). The Holder Lender shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A Exhibit B (each, a “Notice of Conversion”), specifying therein the principal amount of this principal and interest of the Grid Note to be converted converted, the date of the advance or advances being satisfied by such conversion, and the date on which such conversion shall is to be effected (such date, subject to the Right of Repayment, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to provided hereunder. Once delivered, the Right of Repayment). No ink-original Notice of Conversion shall be requiredirrevocable, nor shall any medallion guarantee (unless provided otherwise by the Company in its sole discretion or other type of guarantee or notarization) of any Notice of Conversion form be requiredas provided in Section 2(d)(iii). To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this the Grid Note to the Company unless the entire principal amount of this Note, the Grid Note plus all accrued and unpaid interest thereon, thereon has been so converted converted. Unless otherwise directed by Lender in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions Conversion Notice, conversions hereunder shall have the effect of lowering the outstanding principal amount of this the Grid Note in an amount equal to the applicable conversionconversion and the principal so converted, for purposes of Rule 144 under the Securities Act of 1933, as amended, shall be the earliest unconverted principal advance received by the Company. The Holder Lender and the Company shall maintain records showing the principal amount(samount converted (and interest, if any) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversionconversions by making successive notations on Schedule 1 hereto. In the event of any dispute or discrepancy, the records of the Holder Lender shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions Conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Conversion Amount to be converted and the date on which such conversion Conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions Conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Late Fees (if any), Make-Whole Amounts (as applicable) and other amounts payable in respect of this Note, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to 100% (irrespective of any higher percentage used in calculating the applicable conversionConversion Amount hereunder as set forth in the definition of “Conversion Amount”) of the principal amount of this Note to be converted in such Conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(sConversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time, and from time after the Exchange Date to time, until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d5(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount and interest of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to actually received by the Right of Repayment)Company. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in converted; provided, however, that, at the Company’s election, it shall be permitted to provide the Holder with a substitute Note of like tenor for the remaining principal amount not converted, upon receipt of which case the Holder shall physically surrender this Note as promptly as is reasonably practicable after such conversion without delaying to the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error; provided, however, that no presumption shall exist that the records of the Company are accurate. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time from and after the Exchange Date date that Stockholder Approval is obtained until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and the unpaid accrued interest hereon to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form from be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus Note and all unpaid accrued and unpaid interest thereon, hereon has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering reducing (or eliminating, as the case may be) the unpaid accrued interest hereon, and then next the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal and unpaid accrued interest amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after and from time to time, commencing on the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredrequired so long as the shares to be issued pursuant thereto are to be registered in the name of the holder of the Note. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has thereon and all other amounts due under this Note have been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note and any accrued and unpaid interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time; provided, however, that unless and until such time (subject as the Company has received Requisite Stockholder Approval the Holder shall not be permitted to effect any conversion of this Note to the extent that the shares of Common Stock issuable upon such conversion limitations set forth when taken together with the shares of Common Stock previously issued with respect to (i) prior conversions of any other 10% Convertible Notes and/or (ii) the payment of dividends on any 10% Convertible Notes in Section 4(dshares of Common Stock and/or (iii) and otherwise in connection with the issuance of the 10% Convertible Notes shall result in the issuance of shares of Common Stock that constitute more than 19.9% of the Common Stock outstanding on the Original Issue Date (the “Conversion Limit”). In the event that the Holder elects to effect a conversion that would exceed the Conversion Limit prior to the Company’s Right receipt of Repayment)Requisite Stockholder Approval, the Company shall, in lieu of effecting such conversion, pay to the Holder in cash, an amount per share equal to the then applicable Conversion Price per share. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject hereunder. The Company shall, promptly upon its receipt of a Notice of Conversion, notify the Holder by telephone and by facsimile of the number of shares of Common Stock outstanding on such date and the number of Conversion Shares which would be issuable to the Right of Repayment). No ink-original Holder if the conversion requested in such Notice of Conversion shall be requiredwere effected in full, nor shall any medallion guarantee (whereupon, notwithstanding anything to the contrary set forth in this Note, the Holder may, to the extent that the Holder determines that such conversion would result in the Holder and its affiliates beneficially owning more than 9.9% of the Company's outstanding shares of Common Stock, within one Trading Day of its receipt of the Company's notice as required by this sentence, revoke such conversion in whole or other type of guarantee in part by notifying the Company by telephone or notarization) of any Notice of Conversion form be requiredfacsimile. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, Note plus all accrued and unpaid interest thereon, thereon has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note the Holder shall be convertibleentitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, in whole or in part, into fully paid and non-assessable shares of Common Stock Stock, at the option of the Holder, at any time and from time to time Conversion Rate (as defined below) (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). The Conversion Date shall be no earlier than the date that such Notice of Conversion is deemed delivered hereunder. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredhereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the accrued and then unpaid interest on this Note and thereafter lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and Following delivery of the Notice of Conversion to the Company, the Company shall maintain records promptly update the Conversion Schedule (showing the principal amount(s) converted and the date of such conversion(s). The Company may ) and deliver an objection the same to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversionthe Holder. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note and accrued interest therein may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after After the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment“Conversion”). The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion Notice, the form of which is attached hereto as Annex A (each, a “Notice of ConversionConversion Notice”), specifying therein the principal amount of and interest on this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Conversion Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice of Conversion within one (1) Business Day of delivery of such Notice of ConversionConversion Notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of the Company’s Common Stock at the option of the HolderHolder (the “Conversion Shares”), at any time and from time to time (subject to the mechanics of conversion limitations and adjustment provisions set forth in Section 4(d) and Schedule 3 hereof, the Company’s Right terms of Repayment)which are incorporated by reference herein. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records the Note Schedule attached hereto as Schedule 1 showing the principal amount(s) converted and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after each amendment thereto. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding any provision in this Note to the foregoing, upon receipt of a Notice of Conversioncontrary, the Company shall have will not be required to effect any conversion of this Note to the right to repay all or extent any portion such conversion would result in the Company effecting aggregate conversions of principal and accrued interest on this Note in an amount greater than the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure)Balance.

Voluntary Conversion. At any time after the Exchange time the Sixth Amendment Stockholder Approval Effectiveness Date and until this Note is no longer outstanding, the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, shall be convertible, in whole or in part, into shares of Common Stock the Company’s common stock (such shares, the “Conversion Shares”) at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment)time. The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion (in accordance with Section 10.1(a)), the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and any accrued and unpaid interest thereon to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to have been given to the Right of RepaymentCompany in accordance with Section 10.1(a). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunderconvert this Note, the Holder shall not be required to (a) physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted or is being converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares Conversion Shares on the Share Delivery Date, or (b) provide any medallion guarantee (or other type of guarantee or notarization) on the Notice of Conversion. Conversions hereunder of this Note shall have the effect of lowering the outstanding principal amount of this Note and any accrued and unpaid interest thereon in an amount equal to the applicable conversionamounts converted. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such the date the Notice of ConversionConversion is given to the Company. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The HolderHxxxxx, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date Original Issue date and until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, subject to the Right of Repayment, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredprovided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted and the date of such conversion(s)conversions. The Company may shall deliver an any objection to any Notice of Conversion within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Notwithstanding anything herein to the foregoing, upon receipt of a Notice of Conversioncontrary, the Company shall have the Holders right to repay all or convert hereunder shall in no way excuse the Company from having to meet its obligation to pay the outstanding principal and interest on this Debenture nor shall it limit the Holder’s right to seek any portion of other remedy against the Note included in the Notice of Conversion (the “Right of Repayment”)Company for failing to meet such obligations. The Company shall effect its Right of Repayment by furnishing notice right to convert this Debenture into Conversion Shares is in addition to any other rights or remedies the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then may have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure)hereunder or under law.

Voluntary Conversion. At any time after After the Exchange Original Issue Date until this Note is no longer outstanding, and provided that that the provisions of Rule 144 under the Securities Act so permit, this Note shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenta “Conversion”). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion Conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this NotePrincipal Amount1, plus all accrued and unpaid interest thereonCash Interest, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note in an amount equal to the applicable conversionConversion. The Holder and the Company shall maintain records showing the principal amount(s) portion of the Principal Amount converted in each Conversion, each Conversion Date, and the date Conversion Price in effect at the time of such conversion(s)each Conversion. The Holder shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of any transfer agent of the Company (the “Transfer Agent”) and the Depository Trust Company (“DTC”)), that may deliver an objection be payable with respect to any Notice of Conversion within one (1) Business Day of the issuance and delivery of such Notice of Common Stock upon any Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any permitted assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteConversion, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange six-month anniversary of the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of the Company’s Common Stock at the option of the HolderHolder (the “Conversion Shares”), at any time and from time to time (subject to the mechanics of conversion limitations and adjustment provisions set forth in Section 4(d) and Schedule 3 hereof, the Company’s Right terms of Repayment)which are incorporated by reference herein. The Holder shall effect affect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected affected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records the Note Schedule attached hereto as Schedule 1 showing the principal amount(s) converted and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after each amendment thereto. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding any provision in this Note to the foregoing, upon receipt of a Notice of Conversioncontrary, the Company shall have will not be required to affect any conversion of this Note to the right to repay all or extent any portion such conversion would result in the Company effecting aggregate conversions of principal and accrued interest on this Note in an amount greater than the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure)Balance.

Voluntary Conversion. At any time after the Exchange six month anniversary of the Original Issue Date until this Note Debenture and accrued interest thereon, is no longer outstanding, in addition to any other rights and remedies hereunder, this Note Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). Prior to Authorized Share Approval, each Holder shall only be entitled to convert its Debenture and exercise its Warrant into up to that number of shares of Common Stock equal to such Holder's pro-rata portion (based on the initial Holder's Subscription Amount under the Purchase Agreement and the Company’s Right aggregate Subscription Amount of Repaymentall Purchasers under the Purchase Agreement) of 8,005,435 shares (the "Available Shares") (the aggregate number of authorized but unreserved shares of Common Stock reserved for issuance upon conversion of the Debentures and exercise of the Warrants). Each Holder may allocate its pro-rata portion of the Available Shares among its Debenture and Warrant in any manner, in its sole discretion. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredhereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after Each Lender may convert the Exchange Date until this Note is pro -------------------- rata portion of the outstanding principal balance of the Loan, together with all accrued but unpaid interest, owing to such Lender, and no longer outstanding, this Note shall be convertible, in whole or in partless than such amount, into shares of Borrower's Common Stock Stock, at the option of such Lender, on the Holder, at any time terms and from time to time (subject to the conversion limitations conditions set forth in Section 4(d) and the Company’s Right of Repayment). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”)herein. If no Conversion Date is specified in a Notice any Lender elects to exercise its right to convert, then such Lender must give written notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder its intention to convert not less than thirty (subject 30) days prior to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Noticeintended conversion. In the event that a Lender exercises the Company fails conversion right described herein, it shall receive Borrower's Common Stock at a price per share equal to repay (i) $.10, if converted during the Note first twelve (12) months after the date of this Agreement; (ii) $.15, if converted after the twelfth (12th) and through the twenty-fourth (24th) month of this Agreement; and (iii) $.20, if converted after the twenty-fourth (24th) month and prior to the Original Maturity Date. No fractional shares will be issued upon such conversion; in accordance with the Repayment Notice (lieu of any fractional share to which a “Repayment Failure”), unless the Holder elects to void such Notice of ConversionLender would otherwise be entitled, the Company Borrower will pay the cash value of such fractional share to the Lender. Upon conversion of the Loan pursuant hereto, the Lender, by execution hereof, agrees to deliver to the Borrower the executed original of this Agreement, marked "cancelled," within thirty (30) days of such conversion, and to execute a standard form of Stock Purchase Agreement and other agreements as are necessary to document the issuance of the Common Stock. On, or as soon as reasonably practicable after, such conversion and execution, the Borrower shall issue and deliver to such Lender a certificate or certificates for the Holder such aggregate number of shares of Common Stock equal to which the Lender is entitled and a check or cash with respect to any fractional interest in any share of Common Stock. If the Borrower declares or pays a dividend on its common stock payable in common stock, or other securities, or subdivides the outstanding common stock into a greater amount of common stock, then upon conversion of the Loan pursuant hereto, for each share of Common Stock acquired, the Lender shall receive, without cost to the quotient Lender, the total number of (x) Common Stock to which the Repayment Failure Conversion Amount, divided by (y) Lender would have been entitled had the Conversion Price in effect (Lender owned the Common Stock of record as if a Notice of Conversion was delivered to the Company with respect thereto on the date the dividend or subdivision occurred. Upon any reclassification, exchange, substitution, or other event that results in a change of the number of the securities issuable upon conversion hereof, the Lender shall be entitled to receive, upon conversion hereof, the number of securities that the Lender would have received for the Common Stock if the Loan had been converted immediately before such applicable Repayment Failure)reclassification, exchange, substitution, or other event. The Borrower shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Borrower.

Voluntary Conversion. At any time after the Exchange Original Issue Date until all amounts due under this Note is no longer outstandinghave been paid in full, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(e) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To xxxxxxxx.Xx effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has thereon and all other amounts due under this Note have been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, subject to the Right of Repayment, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredprovided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records substantially in the form set forth in Schedule 1 attached hereto (the "Debenture Schedule") showing the principal amount(s) amount converted and the date of such conversion(s)conversions. The Company may shall deliver an any objection to any Notice of Conversion within one (1) 2 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Notwithstanding the foregoingAfter each Conversion, upon receipt the request of the Company, a Notice representative of Conversion, the Company shall have review the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company Holder's Debenture Schedule, and shall effect its Right of Repayment by furnishing notice attest to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note Conversion upon satisfaction that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) information regarding the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure)is correct.

Voluntary Conversion. At any time after the Exchange sooner to occur of 180 days from the Original Issue Date or when the shares issuable upon conversion of this Debenture have been registered on a registration statement that has been declared effective by the Commission and until this Note Debenture is no longer outstanding, subject to the limitations set forth in Section 4(d), this Note Debenture (including principal and accrued but unpaid interest on any principal being converted, if any) shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount (and any accrued interest) of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture (and accrued interest thereon, if applicable) in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Closing Date until this Note is the Loans are no longer outstanding, this Note the Loans shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holdereach Lender, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder Each Lender shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note the Loan to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). To be a valid delivery of the Notice of Conversion pursuant to this Section 4(a), such Lender shall be required to send a separate Notice of Conversion to the attention of the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, and Audit Committee Chair. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this Note any certificate or instrument evidencing the Loans, if any, to the Company unless the entire principal amount of this Noteall the Loans, plus all accrued and unpaid interest thereon, has been so converted and evidenced in writing by such a certificate or instrument, in which case the Holder Collateral Agent shall surrender this Note such certificate or instrument, if any, as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note the Loans in an amount equal to the applicable conversionprincipal amount of the Loan being converted as set forth in a Notice of Conversion. The Holder Each Lender and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder applicable Lender shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date until this Note is no longer outstandingtime, this Amended Note (including all amounts, costs, expenses and liquidated damages due in respect of this Amended Note) shall be convertible, in whole or in part, into shares of restricted Common Stock (defined as “restricted securities” under Rule 144) at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d4(c) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Amended Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Amended Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Amended Note has been so converted in which case the Holder shall surrender this Amended Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Amended Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Amended Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Amended Note, the unpaid and unconverted principal amount of this Amended Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after beginning on the Exchange six month anniversary of the Original Issue Date until this Note is no longer outstanding, the outstanding principal and unpaid interest on this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment)time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount and accrued interest of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding accrued and unpaid interest and principal amount of this Note Note, with any conversion being first applied to any accrued and unpaid interest, in each case in an amount equal to the applicable conversionamounts so converted into Common Stock. The Holder and the Company shall maintain records showing the accrued and unpaid interest and principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Closing Date until this Note is the Loans are no longer outstanding, this Note the Loans shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holdereach Lender, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder Each Lender shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note the Loan to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this Note any certificate or instrument evidencing the Loans, if any, to the Company unless the entire principal amount of this Noteall the Loans, plus all accrued and unpaid interest thereon, has been so converted and evidenced in writing by such a certificate or instrument, in which case the Holder Collateral Agent shall surrender this Note such certificate or instrument, if any, as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note the Loans in an amount equal to the applicable conversionprincipal amount of the Loan being converted as set forth in a Notice of Conversion. The Holder Each Lender and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder applicable Lender shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Senior Secured Convertible Note is no longer outstanding, this Senior Secured Convertible Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Senior Secured Convertible Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredhereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Senior Secured Convertible Note to the Company unless the entire principal amount of this Note, Senior Secured Convertible Note plus all accrued and unpaid interest thereon, thereon has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Senior Secured Convertible Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Senior Secured Convertible Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Senior Secured Convertible Note, the unpaid and unconverted principal amount of this Senior Secured Convertible Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note and any accrued and unpaid interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time; provided, however, that unless and until such time (subject as the Company has received Requisite Stockholder Approval the Holder shall not be permitted to effect any conversion of this Note to the extent that the shares of Common Stock issuable upon such conversion limitations set forth in Section 4(dwhen taken together with the shares of Common Stock previously issued with respect to (i) and prior conversions of any shares of the Company’s Right Series B Convertible Preferred Stock and/or (ii) prior conversions of Repaymentany other 9.5% Convertible Notes and/or (iii) the payment of dividends on any 9.5% Convertible Notes in shares of Common Stock and/or (iv) otherwise in connection with the issuance of the 9.5% Convertible Notes shall result in the issuance of shares of Common Stock that constitute more than 19.99% of the Common Stock outstanding immediately prior to the closing date of the Acquisition (the “Conversion Limit”). In the event that the Holder elects to effect a conversion that would exceed the Conversion Limit prior to the Company’s receipt of Requisite Stockholder Approval, the Company shall, in lieu of effecting such conversion, pay to the Holder in cash, an amount per share equal to the then applicable Conversion Price per share. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject hereunder. The Company shall, promptly upon its receipt of a Notice of Conversion, notify the Holder by telephone and by facsimile of the number of shares of Common Stock outstanding on such date and the number of Conversion Shares which would be issuable to the Right of Repayment). No ink-original Holder if the conversion requested in such Notice of Conversion shall be requiredwere effected in full, nor shall any medallion guarantee (whereupon, notwithstanding anything to the contrary set forth in this Note, the Holder may, to the extent that the Holder determines that such conversion would result in the Holder and its affiliates beneficially owning more than 4.99% of the Company's outstanding shares of Common Stock, within one Trading Day of its receipt of the Company's notice as required by this sentence, revoke such conversion in whole or other type of guarantee in part by notifying the Company by telephone or notarization) of any Notice of Conversion form be requiredfacsimile. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, Note plus all accrued and unpaid interest thereon, thereon has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date until this Note is no longer outstanding, this This Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted converted, accrued and unpaid interest outstanding under this Note to be converted, and/or Mandatory Default Amount (if applicable) to be converted, and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time on or after the Exchange Date Original Issue Date, until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one two (12) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after Until the Exchange Date until this Note is no longer outstandingfull Principal Amount has been paid to the Holder, this Note shall be convertible, in whole or in part, into shares (“Conversion Shares”) of Company common stock, par value $0.01 per share (“Common Stock Stock”) at the option of the Holder, at any time and from time to time only on or after the Conversion Date (subject to the conversion limitations limitation set forth in Section 4(d)). The “Conversion Date” is the date that the Company obtains stockholder approval to permit the conversion of up to the full amount of the Principal Amount into Conversion Shares as provided herein, including as may be required by the applicable rules and regulations of the NYSE American LLC (or any successor entity) and (the Company’s Right of Repayment“Stockholder Approval”). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Principal Amount to be converted and the date on which such conversion shall be effected effected, which date may not be prior to the date the Holder delivers such Notice of Conversion to the Company (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Principal Amount has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(sPrincipal Amount(s) converted and the date of such conversion(s) and the remaining Principal Amount that is outstanding under the Note after such conversion(s). The portion or all of the Note converted into shares of Common Stock or prepaid in accordance with the terms hereof (regardless of delivery of the Note) shall be deemed paid to the Holder and reduce the amounts owned by the Company under this Note. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day business day of delivery of such Notice of Conversion. In the event For purposes of this Note, “business day” means any dispute day that is not a Saturday, Sunday, or discrepancy, the records of the Holder shall be controlling and determinative other day on which commercial banks in the absence City of manifest errorNew York, New York are required by law to be closed. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange time the Sixth Amendment Stockholder Approval Effectiveness Date and until this Note is no longer outstanding, the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, shall be convertible, in whole or in part, into shares of Common Stock the Company’s common stock (such shares, the “Conversion Shares”) at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment)time. The Holder shall effect conversions by delivering to the Company a Notice of ConversionConversion (in accordance with Section 10.1(a)), the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and any accrued and unpaid interest thereon to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to have been given to the Right of RepaymentCompany in accordance with Section 10.1(a). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunderconvert this Note, the Holder shall not be required to (a) physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted or is being converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares Conversion Shares on the Share Delivery Date, or (b) provide any medallion guarantee (or other type of guarantee or notarization) on the Notice of Conversion. Conversions hereunder of this Note shall have the effect of lowering the outstanding principal amount of this Note and any accrued and unpaid interest thereon in an amount equal to the applicable conversionamounts converted. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such the date the Notice of ConversionConversion is given to the Company. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The HolderXxxxxx, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date until this Note is no longer outstanding, this This Note shall be convertible, in whole or in part, into shares of Common Stock, or if units of Common Stock and warrants are sold by the Company in the IPO, into identical units of Common Stock and warrants, at the option of the Holder, at any time and from time to time following the closing of the IPO (subject to the conversion limitations set forth in Section 4(d) and hereof); provided, however, that if the Company’s Right Company elects to prepay this Note in whole or in part at any time prior to the closing of Repayment)the IPO, the Holder of this Note may elect to convert the amount to be paid by the Company in respect of such prepayment into shares of Common Stock at any time prior to the payment of such prepayment amount. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted converted, accrued and unpaid interest outstanding under this Note to be converted, and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted converted, the corresponding paydown of interest and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one three (13) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. The Note is hereby amended so that, as amended, the following section is added: At any time after the Exchange Date issuance and until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock of the Maker at the option of the HolderPayee, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment)time. The Holder Payee shall effect conversions by delivering to the Company Maker a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Payee shall not be required physically to physically surrender this Note to the Company Maker unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company Maker shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to conversion price in effect on any Notice Conversion Date shall be one hundred and twenty percent (120%) of the volume weighted average price (“VWAP”) from March 1, 2018 until March 30, 2018 (the “Conversion Price”). The number of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Shares issuable upon a conversion hereunder shall be controlling and determinative in determined by the absence of manifest error. The Holder, and any assignee quotient obtained by acceptance of this Note, acknowledge and agree that, by reason of dividing (x) the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted outstanding principal amount of this Note may to be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided converted by (y) the Conversion Price. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share that the Payee would otherwise be entitled to purchase upon such conversion, the Maker shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price in effect (as if a Notice of Conversion was delivered or round up to the Company with respect thereto on the date of such applicable Repayment Failure)next whole share.

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any anyk Notice of Conversion form from be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. (i) At any time after the Exchange Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d2(j) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been or is being so converted converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after contemporaneously with such conversion. All conversions of the whole or any part of the principal balance of this Note shall automatically include the conversion without delaying of all accrued and unpaid interest on such principal balance. Upon conversion of less than the Company’s obligation to deliver entire outstanding principal balance of this Note at any time, the shares Company shall promptly: (i) recalculate the monthly Payment Date payments due under this Note (based on the Share Delivery Date. Conversions hereunder shall have “straight line amortization” of the effect of lowering the outstanding remaining principal amount of this Note Note, the Interest Rate and the Maturity Date) and (ii) advise the Holder in an amount equal to the applicable conversion. writing of such revised monthly payment amount.. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee direct or indirect transferee thereof) by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debenture and any accrued but unpaid interest to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions of the principal amount due hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) and interest amount(s) so converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date until this Note is no longer outstanding, all or any portion of the outstanding principal amount of this Note Note, plus any accrued and unpaid interest on such amount that is outstanding on the Conversion Date shall be convertible, in whole or in part, into shares of Common Stock at the option of the HolderLender, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d7(d) hereof); provided, however, that until Shareholder Approval is obtained, the Lender shall only be permitted to convert up to $7,000,000, plus any accrued and the Company’s Right unpaid interest on such $7,000,000, into shares of Repayment)Common Stock. The Holder Lender shall effect conversions by delivering to the Company Parent a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and accrued interest, if any, to be converted and the date on which such conversion shall be effected (each such date, subject to the Right of Repayment, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment). No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredhereunder. To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this Note to the Company Parent unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder Lender and the Company Parent shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company Parent may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Lender shall be controlling and determinative in the absence of manifest error. The HolderLender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this the Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after Following the Exchange Maturity Date until this Note is no longer outstandingand if not paid, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted converted, accrued and unpaid interest outstanding under this Note to be converted, and/or Mandatory Default Amount (if applicable) to be converted, and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Dateconverted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, the unpaid principal and then accrued and unpaid interest on this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to time; provided, however, that the conversion limitations set forth in Section 4(d) amount of this Note that is converted shall be no less than $25,000 and the Company’s Right of Repayment)balance on this Note following a conversion shall not be less than $25,000. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering first reducing the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion and thereafter reducing any accrued and unpaid interest. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repaymenthereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire outstanding principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. At any time after the Exchange Date Original Issue Date, until this Note Debenture is no longer outstanding, this Note Debenture shall be convertibleconvertible in connection with the Company’s initial public offering of its Ordinary Shares on the Nasdaq Capital Market or Nasdaq Global Market (an “Initial Public Offering”), in whole or in part, into shares of Common Stock Ordinary Shares at the option of the HolderHolder(subject to the conversion limitations set forth in Section 4(d)). In addition, if this Debenture remains outstanding after April 7, 2023, this Debenture shall be convertible into Ordinary Shares at any time and from time to time the option of the Holder (subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Conversion Amount to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder (subject to the Right of Repayment)hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).