Common use of Mechanics of Conversion Clause in Contracts

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

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

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

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Optional Conversion Date or the Mandatory Conversion Date, as the case may be (the “Delivery Date”), the Company Maker or its designated transfer agent, as applicable, shall issue and deliver to (i) the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Optional Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitledentitled upon such conversion, or (ii) to the Holder, the Conversion Securities as specified registered in the Mandatory Conversion Noticename of the Holder or its designee. Notwithstanding the foregoing, in In the alternative, not later than the Delivery three (3) Trading Days after any Conversion Date, the Company Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of pursuant to the Purchase Agreement and/or the related documentation of the Qualified Financing, as the case may beAgreement) representing the number of Conversion Shares or Conversion Securities, as the case may be, shares of Common Stock being acquired upon the conversion of this NoteNote (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Maker or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale by the Holder and the Holder has complied with the applicable prospectus delivery requirements or an exemption from such registration requirements (each as evidenced by documentation furnished to and reasonably satisfactory to the Maker). If in the case of any Optional Conversion Notice such DWAC transfer or certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such Optional Conversionconversion, in which event the Company Maker shall immediately return this Note tendered for Optional Conversionconversion, whereupon the Company Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker.

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

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

Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner: Holder's Conversion Requirements. To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (a) Not later than three (3) Trading Days after any Optional Conversion Date or the Mandatory Conversion Date, as the case may be (the “Delivery Date”"), the Company Holder shall transmit by email, facsimile or its designated transfer agentotherwise deliver, as applicablefor receipt on or prior to 11 59 p.m., shall issue and deliver to (i) the Depository Trust Company (“DTC”) account Eastern Time, on such date or on the Holder’s behalf via next business day, a copy of a fully executed notice of conversion in the Deposit Withdrawal Agent Commission System form attached hereto as Exhibit 1 to the Company. Company's Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than one (“DWAC”1) Business Day after receipt of such Conversion Notice, send, Via email, facsimile or overnight courier, a confirmation of receipt of such Conversion Notice to such Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein Within two (2) Business Days after the date the Conversion Notice is delivered, the Company shall have Issued and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, it shall, within two (2) Business Days after the date the Conversion Notice was delivered, have surrendered to an overnight courier for delivery the next day to the address as specified in the Optional Conversion Notice, a certificate, registered in the name of the Holder or its designeeHolder, for the number of shares of Common Stock to which the Holder shall be entitled, or (ii) to the entitled Record Holder, The person or persons entitled to receive the Conversion Securities as specified in the Mandatory Conversion Notice. Notwithstanding the foregoing, in the alternative, not later than the Delivery Date, the Company shall deliver to the Holder by express courier shares of Common Stock issuable upon a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement and/or the related documentation of the Qualified Financing, as the case may be) representing the number of Conversion Shares or Conversion Securities, as the case may be, being acquired upon the conversion of this Note. If in the case of any Optional Conversion such DWAC transfer or certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder Note shall be entitled by written notice to treated for all purposes as the Company at any time on record holder or before its receipt holders of such certificate or certificates thereafter, to rescind such Optional Conversion, in which event shares of Common Stock on the Company shall immediately return this Note tendered for Optional Conversion, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the MakerConversion Date.

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

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

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

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

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

Mechanics of Conversion. The Holder shall give the Company five (a5) business days' prior written notice (the "Optional Conversion Notice") of each Optional Conversion. The date on which each conversion is effected is herein referred to as a "Conversion Date." Not later than three five (35) Trading Days after any Optional each Conversion Date or the Mandatory Conversion Date, as the case may be (the “last day of each such period, a "Delivery Date”"), the Company or its designated transfer agent, as applicable, shall issue and deliver to (i) the Depository Trust Company (“"DTC”") account on the Holder’s 's behalf via the Deposit Withdrawal Agent Commission System (“"DWAC”") as specified in the Optional Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled, or (ii) to the Holder, the Conversion Securities as specified in the Mandatory Conversion Notice. Notwithstanding the foregoing, in the alternative, not later than the Delivery Date, the Company shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement and/or the related documentation of the Qualified Financing, as the case may be) representing the number of Conversion Shares or Conversion Securities, as the case may be, shares of Common Stock being acquired upon the conversion of this Note. If If, in the case of any Optional Conversion such DWAC transfer or certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such Optional Conversionconversion, in which event the Company shall immediately return this Note tendered for Optional Conversionconversion, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker.

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

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

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

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of this Debenture. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall pay cash to such Holder in an amount equal to such fraction multiplied by the Conversion Price then in effect. In order to convert Debenture into full shares of Common Stock, the Holder shall surrender the certificate or certificates therefore, duly endorsed, by either overnight courier or 2-day courier, to the office of the Company or of any transfer agent for the Debenture, and shall give written notice to the Company at such office with a copy to President of Company, tel 000-000-0000 facsimile 000-000-0000, that he elects to convert the same, the number of Debenture so converted and a calculation of the number of shares of Common Stock to be issued upon conversion (awith an advance copy of the certificate(s) Not later than three (3) Trading Days after any Optional Conversion Date or and the Mandatory Conversion Datenotice by facsimile); provided, as however, that the case may Company shall not be (obligated to issue certificates evidencing the “Delivery Date”), shares of Common Stock issuable upon such conversion unless either the certificates evidencing such Debenture are delivered to the Company or its designated transfer agentagent as provided above, as applicableor the Holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Notwithstanding the foregoing, the conversion right of the Holder set forth herein shall be limited, solely to the extent required, from time to time, such that in no instance shall the maximum number of shares of Common Stock into which the Holder may convert this Debenture exceed, at any one time, an amount equal to the remainder of (i) 4.99% of the then issued and outstanding shares of Common Stock of the Company following such conversion, minus (ii) the number of shares of Common Stock of the Company then held by the Holder. The Company shall use its best efforts to issue and deliver to Holder or to Holder=s Counsel (iAHolder=s Counsel@) within seven (7) business days after delivery to the Depository Trust Company (“DTC”) account on of such certificates, or after such agreement and indemnification, to such Holder of Debenture at the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Optional Conversion Notice, registered in the name address of the Holder on the books of the Company, a certificate or its designee, certificates for the number of shares of Common Stock with legend to which the Holder shall be entitledentitled as aforesaid. The date on which notice of conversion is given (the “Date of Conversion”) shall be deemed to be the date in such notice of conversion is received by the Company, provided that the original Debenture to be converted are received by the transfer agent or (ii) the Company within five business days thereafter and the person or persons entitled to receive the Holdershares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If the original Debenture to be converted are not received by the transfer agent or the Company within five business days after the Date of Conversion, the Conversion Securities as specified in notice of conversion shall become null and void. In the Mandatory Conversion Notice. Notwithstanding the foregoing, in the alternative, not later than the Delivery Date, the Company shall deliver to the Holder by express courier a certificate or certificates which shall be free event of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement and/or the related documentation of the Qualified Financing, as the case may be) representing the number of Conversion Shares or Conversion Securities, as the case may be, being acquired upon the conversion of this Note. If in the case of any Optional Conversion such DWAC transfer or certificate or certificates all said shares are not delivered to as provided for herein, holder may at its own option declare the within Debenture in default and demand immediate payment of all principal and accrued interest. Following conversion of a Debenture, or as directed by the applicable Holder by the Delivery Datea portion thereof, the Holder shall principal and, upon payment thereof of the interest owed on that Debenture or portion of the Debenture so converted will be entitled by written notice to the Company at any time on deemed paid in full and satisfied, and such Debenture or before its receipt of such certificate or certificates thereafter, to rescind such Optional Conversion, in which event the Company shall immediately return this Note tendered for Optional Conversion, whereupon the Company and the Holder shall each portion thereof will no longer be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Makeroutstanding.

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

Mechanics of Conversion. (a) 3.3.1 Not later than three (3) Trading Days after any Optional Conversion Date or the Mandatory Conversion Date, as the case may be (the “Delivery Date”), the Company Maker or its designated transfer agent, as applicable, shall issue and deliver to (i) the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Optional Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled, or (ii) to the Holder, the Conversion Securities as specified in the Mandatory Conversion Notice. Notwithstanding the foregoing, in In the alternative, not later than the Delivery three (3) Trading Days after any Conversion Date, the Company Maker shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement and/or the related documentation of the Qualified Financing, as the case may be) representing the number of Conversion Shares or Conversion Securities, as the case may be, shares of Common Stock being acquired upon the conversion of this NoteNote (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Maker or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has complied with the applicable prospectus delivery requirements (as evidenced by documentation furnished to and reasonably satisfactory to the Maker) or the Holder may effect such sales pursuant to Rule 144 under the Securities Act. If in the case of any Optional Conversion Notice such DWAC transfer or certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such Optional Conversionconversion, in which event the Company Maker shall immediately return this Note tendered for Optional Conversionconversion, whereupon the Company Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) 3.3.2 and (c) 3.3.3 shall be payable through the date notice of rescission is given to the Maker.

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