Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Conversion. In the event that the Holder elects to convert The conversion of this Note into Common Stock, hereunder shall be conducted in the following manner: (i) the Holder shall give notice of such election by delivering an deliver a completed and executed and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in the form attached hereto as Exhibit A, duly endorsed, to the Company (by facsimile, e-mail or other reasonable detail means of communication dispatched on the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined)prior to 5:00 p.m., New York, New York time) and in accordance with its Notice the date of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a delivery of any Notice of Conversion is delivered or telecopied hereunder shall be referred to herein as the “Conversion Date”; (ii) the Company shall prepare and deliver irrevocable instructions addressed to the Borrower Company’s transfer and exchange agent, as applicable, to issue such required number of Ordinary Shares as set forth in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may which Ordinary Shares shall be employed by delivered to the Holder within five (5) Trading Days of the delivery of the Notice of Conversion to the Company (and, solely in the case of conversion of the entire unpaid outstanding balance hereof, surrender of this Note). Notwithstanding the forgoing, in lieu of delivering physical certificates or book entry statements representing the Ordinary Shares issuable upon conversion, provided the Company is annexed hereto as Exhibit A. The Borrower will participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and subject to federal and state securities law, the Company shall use its best efforts to cause the transfer agent Transfer Agent to electronically transmit the certificates representing the Conversion Ordinary Shares issuable upon conversion to the Holder by crediting the account of the Holder's designated Hxxxxx’s broker with DTC as set forth in the Depository Trust Corporation ("DTC") Notice of Conversion through its Deposit Withdrawal Agent Commission ("“DWAC"”) system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrarysystem.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon any conversion of the principal indebtedness evidenced by the provisions of this Debenture. In lieu of any fractional shares to which Holder would otherwise be entitled, Borrower shall pay Holder cash in the event amount equal to the Conversion Price for such fractional shares. Before Holder shall be entitled to convert the indebtedness evidenced by the provisions of the Debenture into shares of Common Stock and to receive certificates thereof, Holder shall surrender the original copy of this Debenture, duly endorsed and cancelled, at the office of Borrower, and shall given written notice to Borrower at such office that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election principal indebtedness evidenced by delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof of this Debenture; provided, however, that Borrower shall not be deemed a Conversion Date (obligated to issue certificates evidencing the "Conversion Date"). A form shares of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares common stock issuable upon such conversion unless the original endorsed and cancelled original copy of this Debenture is either delivered to Borrower, as specified above, or Holder notifies Borrower that such original copy of this Debenture has been lost, stolen or destroyed and executes an agreement satisfactory to Borrower to indemnify Borrower from any loss incurred by Borrower in connection with such original copy of this Debenture. Borrower shall, as soon as practical after such delivery of an original copy of this Debenture, or such agreement and indemnification, issue and deliver or cause to be issued and delivered to Holder, a certificate or certificates for the number of shares of Common Stock to which Holder shall be deemed entitled and a check payable to have been issued upon Holder in the date amount of receipt by the Borrower any cash amounts payable as a result of the Notice conversion into fractional shares of ConversionCommon Stock. The Holder person or persons entitled to receive the shares of Common Stock issuable upon any such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock, unless the Holder provides the Borrower written instructions to the contraryStock on such date.

Mechanics of Conversion. In order to convert this Debenture (in whole or in part) into full shares of Common Stock, the event Holder (i) shall give written notice in the form of Exhibit 2 hereto (the "CONVERSION NOTICE") by facsimile to the Company at such office that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion principal amount ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, plus accrued but unpaid interest and fees that are being converted. On each Conversion Date Delay Payments (as hereinafter defined)defined in the Registration Rights Agreement) specified therein, which such notice and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof election shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed irrevocable by the Holder is annexed hereto as Exhibit A. The Borrower will cause unless the transfer agent to transmit Common Stock shall not have been delivered within five Trading Days of the certificates representing date the Conversion Shares Notice is delivered to the Holder Company, and (ii) if the entire Outstanding Principal Amount is being converted, as soon as practicable after such notice, shall surrender this Debenture, duly endorsed, by crediting either overnight courier or 2-day courier, to the account principal office of the Holder's designated broker with Company; provided, however, that the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by Company shall not be obligated to issue certificates evidencing the Borrower shares of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares Common Stock issuable upon such conversion shall be deemed (where the entire Outstanding Principal Amount is being converted) unless either the Debenture evidencing the principal amount is delivered to the Company as provided above, or the Holder notifies the Company that such Debenture(s) have been issued upon lost, stolen or destroyed and promptly executes an agreement reasonably satisfactory to the date of receipt Company to indemnify the Company from any loss incurred by the Borrower of the Notice of Conversionit in connection with such lost, stolen or destroyed Debentures. The Holder shall not be treated for all purposes as required to physically surrender this Debenture to the record holder Company unless the full Outstanding Principal Amount represented by this Debenture is being converted. The Holder and the Company shall maintain records showing the Outstanding Principal Amount so converted and the dates of such Common Stockconversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if this Debenture is converted as aforesaid, the Holder may not transfer this Debenture unless the Holder provides the Borrower written instructions first physically surrenders this Debenture to the contrary.Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Debenture of like tenor, registered as the Holder may request, representing in the aggregate the remaining Outstanding Principal Amouxx xxxresented by this Debenture. The Holder and any assignee, by acceptance of this Debenture or a new Debenture,

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("“Notice of Conversion"”) to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "“Conversion Date"”). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's ’s designated broker with the Depository Trust Corporation ("“DTC"”) through its Deposit Withdrawal Agent Commission ("“DWAC"”) system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "“Delivery Date"”). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Conversion. In the event that the Holder elects to convert The conversion of this Note into Common Stock, shall be conducted in the following manner: (i) the Holder shall give notice deliver a completed and executed Notice of such election by delivering an executed and completed notice of conversion Conversion attached hereto as Exhibit A ("a “Notice of Conversion"”) by facsimile and overnight courier and, if such conversion is for the entire outstanding principal amount due under the Note, surrender and deliver this Note, duly endorsed, to the Borrower, and Company’s office or such Notice other address which the Company shall designate against delivery of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to be delivered; and (ii) the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system Company shall, within three (3) Business Trading Days after of receipt by the Borrower of the Notice of Conversion (cause the "Delivery Date"). In the case Company’s transfer agent to issue such required number of the exercise of the conversion rights Shares as set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of in the Notice of Conversion. The Holder shall not be treated required to physically surrender this Note to the Company until all of the principal amount and accrued and unpaid interest under this Note have been converted into shares of Common Stock or been paid in full, in which case, the Holder shall surrender this Note to the Company for cancellation with the final Notice of Conversion delivered to the Company. A partial conversion of this Note shall have the effect of first settling all purposes as accrued and unpaid interest and then lowering the record holder outstanding principal amount due hereunder. The Holder and the Company shall maintain records showing the number of Shares into which this Note is converted and the date of such Common Stockconversion. In the event of any dispute or discrepancy, unless the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder provides and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the Borrower written instructions to provisions of this paragraph, the contraryprincipal amount due hereunder at any given time may be less than the amount stated on the face hereof.

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower, Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), ) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days business days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon any conversion of the principal indebtedness evidenced by the provisions of this Debenture. In lieu of any fractional shares to which Holder would otherwise be entitled, Borrower shall pay Holder cash in the event amount equal to the Conversion Price for such fractional shares. Before Holder shall be entitled to convert the indebtedness evidenced by the provisions of this Debenture into shares of Common Stock and to receive certificates therefor, Holder shall surrender the original copy of this Debenture, duly endorsed and cancelled, at the office of Borrower, and shall give at least seventy-six (76) days written notice to Borrower at such office that the Holder elects to so convert the principal indebtedness evidenced by the provisions of this Note into Debenture, which date shall be the conversion date (“Conversion Date”); and provided, further, however, that Borrower shall not be obligated to issue certificates evidencing the shares of Common StockStock issuable unless the original endorsed and cancelled original copy of this Debenture is either delivered to Borrower, as specified above, or Holder notifies Borrower that such original copy of this Debenture has been lost, stolen or destroyed and executes an agreement to indemnify Borrower from any loss incurred by Borrower in connection with such original copy of this Debenture. Borrower shall, as soon as practicable after such delivery of an original copy of this Debenture, or such agreement and indemnification, issue and deliver or cause to be issued and delivered at such office to Holder, a certificate or certificates for the number of shares of Common Stock to which Holder shall give notice of such election by delivering an executed be entitled and completed notice of conversion ("Notice of Conversion") a check payable to the Borrower, and such Notice of Conversion shall provide a breakdown Holder in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (any cash amounts payable as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise result of the conversion rights set forth herein, into fractional shares of Common Stock. The person or persons entitled to receive the conversion privilege shall be deemed to have been exercised and the Conversion Shares shares of Common Stock issuable upon any such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock, unless the Holder provides the Borrower written instructions to the contraryStock on such date.

Mechanics of Conversion. In The conversion of this Note shall be conducted in the event that following manner: upon any conversion of any portion of the outstanding Principal Amount of this Note, plus all accrued but unpaid Default Interest thereon: (i) the Holder elects to convert shall deliver a completed and executed Notice of Conversion attached hereto as Exhibit A and, if such conversion is for the entire outstanding Principal Amount due under this Note surrender and deliver this Note, duly endorsed, to the Maker’s office or such other address which the Maker shall designate against delivery of the certificates representing the Shares to be delivered; (ii) the Maker shall, within three (3) business days of receipt of the Notice of Conversion cause the Maker’s transfer agent to issue such required number of Shares as set forth in the Conversion Notice. The Holder shall not be required to physically surrender this Note to the Maker until all of the Principal Amount and accrued and unpaid interest under this Note have been converted into Common StockShares or been paid in full, in which case, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") surrender this Note to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail Maker for cancellation within three (3) business days of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, date the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a final Notice of Conversion is delivered or telecopied to the Borrower in accordance with Maker. Partial conversions of this Note shall have the provisions hereof effect of lowering the outstanding Principal Amount due hereunder. The Holder and the Maker shall be deemed a Conversion Date (maintain records showing the "Conversion Date"). A form number of Notice Shares purchased and the date of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date")such purchases. In the case event of any dispute or discrepancy, the records of the exercise of the conversion rights set forth herein, the conversion privilege Maker shall be deemed to have been exercised controlling and determinative in the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date absence of receipt by the Borrower of the Notice of Conversionmanifest error. The Holder shall and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, the Principal Amount due hereunder at any given time may be treated for all purposes as less than the record holder of such Common Stock, unless amount stated on the Holder provides the Borrower written instructions to the contraryface hereof.

Mechanics of Conversion. In (a) Not later than three (3) Trading Days after any Conversion Date (the event that “Delivery Date”), the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Holder elects or, at the request of the Holder (provided that a registration statement under the Securities Act providing for the resale of the Common Stock to convert which the Holder shall be entitled is then in effect or such shares may be sold without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act and otherwise without restriction or limitation pursuant to Rule 144 of the Securities Act), to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. Notwithstanding the foregoing to the contrary, the Maker or its transfer agent shall only be obligated to issue and deliver the shares to DTC on a Holder’s behalf via DWAC if (i) such shares may be issued without restrictive legends and (ii) the Maker and the transfer agent are participating in DTC through the DWAC system. If all of the conditions set forth in clauses (i) and (ii) above are not satisfied, the Maker or its designated transfer agent, as the case may be, shall deliver physical certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note into Note. If in the case of any Conversion Notice, any shares of Common StockStock to which a Holder is entitled to receive thereunder are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall give be entitled by written notice to the Maker at any time on or before its receipt of such election by delivering an executed shares of Common Stock thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction each be restored to their respective positions immediately prior to the Principal Amountdelivery of such notice of revocation, accrued interest except that any amounts described in Sections 3.03(b) and fees as entered in its records and (c) shall provide written be payable through the date notice thereof of rescission is given to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contraryMaker.

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("“Notice of Conversion"”) to the Borrower, Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), ) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "“Conversion Date"”). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will use commercially reasonable efforts to cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder as promptly as practicable, but in any event within three (3) business days. The Company shall use commercially reasonable efforts, subject to the receipt of reasonably satisfactory customary supporting documentation, in the context of an exercise of a convertible note in conjunction with an immediate resale of the underlying shares, to issue such shares by crediting the account of the Holder's ’s designated broker with the Depository Trust Corporation ("“DTC"”) through its Deposit Withdrawal Agent Commission ("“DWAC"”) system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "“Delivery Date"”), if so requested by the Holder. In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date, Evergreen or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its affiliates, for the number of shares of Common Stock to which the Holder shall be entitled. In the event that alternative, not later than three (3) Trading Days after any Conversion Date, Evergreen or its designated transfer agent, as applicable, 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) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, Evergreen 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 elects has complied with the applicable prospectus delivery requirements (as evidenced by documentation furnished to convert this Note into Common Stockand reasonably satisfactory to Evergreen) or such shares may be sold pursuant to Rule 144 or other exemption under the Securities Act. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall give be entitled by written notice to Evergreen at any time on or before its receipt of such election by delivering an executed certificate or certificates thereafter, to rescind such conversion, in which event Evergreen shall immediately return this Note tendered for conversion, whereupon Evergreen and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction each be restored to their respective positions immediately prior to the Principal Amountdelivery of such notice of revocation, accrued interest except that any amounts described in Sections 3.3(b) and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2c) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") payable through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date notice of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions rescission is given to the contraryEvergreen.

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("“Notice of Conversion"”) to the Borrower, Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), ) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "“Conversion Date"”). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's ’s designated broker with the Depository Trust Corporation ("“DTC"”) through its Deposit Withdrawal Agent Commission ("“DWAC"”) system within three (3) Business Days business days after receipt by the Borrower of the Notice of Conversion (the "“Delivery Date"”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Conversion. (a) Not later than three (3) Trading Days after any Conversion Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. In the event that alternative, not later than three (3) Trading Days after any Conversion Date, the 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) representing the number of shares of Common Stock being acquired upon the conversion of this Note (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 elects has complied with the applicable prospectus delivery requirements (as evidenced by documentation furnished to convert this Note into Common Stockand reasonably satisfactory to the Maker) or such shares may be sold pursuant to an exemption from the registration requirements of the Act. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall give be entitled by written notice to the Maker at any time on or before its receipt of such election by delivering an executed certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction each be restored to their respective positions immediately prior to the Principal Amountdelivery of such notice of revocation, accrued interest except that any amounts described in Sections 3.3(b) and fees as entered in its records and (c) shall provide written be payable through the date notice thereof of rescission is given to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contraryMaker.

Mechanics of Conversion. In (a) Provided the event Purchaser has notified the Company of the Purchaser's intention to sell the Note Shares and the Note Shares are included in an effective registration statement or are otherwise exempt from registration when sold: (i) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Holder elects Company's transfer agent shall issue shares of the Company's Common Stock in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser in accordance with Section 8.1(b) hereof and in such denominations to convert be specified representing the number of Note Shares issuable upon such conversion; and (ii) The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that after the Effective Date (as hereinafter defined) the Note Shares issued will be freely transferable subject to the prospectus delivery requirements of the Securities Act and the provisions of this Agreement, and will not contain a legend restricting the resale or transferability of the Note into Common Stock, the Holder shall Shares. (b) Purchaser will give notice of such election its decision to exercise its right to convert the Note or part thereof by telecopying or otherwise delivering an executed and completed notice of conversion ("Notice the number of Conversion") shares to be converted to the Borrower, and such Notice of Conversion shall provide Company (the "NOTICE OF CONVERSION"). The Purchaser will not be required to surrender the Note until the Purchaser receives a breakdown in reasonable detail credit to the account of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date Purchaser's prime broker through the DWAC system (as hereinafter defineddefined below), and in accordance with its Notice of Conversion, representing the Holder shall make Note Shares or until the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion DateNote has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered or telecopied to the Borrower Company in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. CONVERSION DATE." The Borrower Company will cause the transfer agent to transmit the certificates shares of the Company's Common Stock issuable upon conversion of the Note (and a certificate representing the Conversion Shares balance of the Note not so converted, if requested by Purchaser) to the Holder Purchaser by crediting the account of the HolderPurchaser's designated prime broker with the Depository Trust Corporation Company ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days business days after receipt by the Borrower Company of the Notice of Conversion (the "Delivery DateDELIVERY DATE"). (c) The Company understands that a delay in the delivery of the Note Shares in the form required pursuant to Section 8 hereof beyond the Delivery Date could result in economic loss to the Purchaser. In the case event that the Company fails to direct its transfer agent to deliver the Note Shares to the Purchaser via the DWAC system within the time frame set forth in Section 8.1(b) above and the Note Shares are not delivered to the Purchaser by the Delivery Date, as compensation to the Purchaser for such loss, the Company agrees to pay late payments to the Purchaser for late issuance of the exercise Note Shares in the form required pursuant to Section 8 hereof upon conversion of the conversion rights set forth herein, Note in the conversion privilege amount equal to the Purchaser's actual damages from such delayed delivery. The Company shall be deemed to have been exercised pay any payments incurred under this Section in immediately available funds upon demand and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt accompanied by the Borrower reasonable documentation of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder amount of such Common Stock, unless the Holder provides the Borrower written instructions to the contrarydamages.

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("“Notice of Conversion"”) to the Borrower, Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), ) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "“Conversion Date"”). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's ’s designated broker with the Depository Trust Corporation ("“DTC"”) through its Deposit Withdrawal Agent Commission ("“DWAC"”) system within three (3) Business Days business days after receipt by the Borrower of the Notice of Conversion (the "“Delivery Date"”). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Conversion. In the event that the Holder elects to To convert this Note into Common Stock, (or a portion thereof) the Holder shall give notice must (i) complete and sign the Notice of such election by delivering an executed and completed notice of conversion Conversion set forth as Exhibit A to this Note (the "Notice of Conversion") to and deliver the Borrower, and such Notice of Conversion to the Company as herein provided and (ii) on or prior to the date on which delivery of Common Stock is required to be made hereunder, (x) deliver this Note, duly endorsed, to the Company and (y) pay any transfer or similar tax if required. The Holder shall provide a breakdown in reasonable detail surrender this Note and the Notice of Conversion to the Company (with an advance copy by facsimile of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date). Each The date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date given (the "Conversion Date"). A form Date of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTCConversion") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower Company of the facsimile of the Notice of Conversion, provided that this Note is received by the Company within five (5) business days thereafter. The Company shall not be obligated to cause the transfer agent for the Common Stock (the "Transfer Agent") to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless either this Note has been received by the Company or, if this Note has been lost, stolen or destroyed, the Holder executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with this Note. XXXXXX ELECTRONICS CORPORATION 6% CONVERTIBLE NOTE DUE JUNE 10, 2000 The Company shall cause the Transfer Agent to issue and deliver within two (2) business days after delivery to the Company of this Note to the Holder of this Note at the address of the Holder on the books of the Company, as contemplated by the Securities Purchase Agreement or as otherwise directed pursuant to the Notice of Conversion, a certificate or certificates for the number of shares of Common Stock to which such Holder shall be entitled as aforesaid. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock, unless Stock on such date. Notwithstanding that the Holder provides is required to deliver this Note, duly endorsed, within five (5) business days after the Borrower written instructions Date of Conversion, if this Note is not received by the Company within ten (10) business days after the Date of Conversion, the Notice of Conversion shall become null and void. Following conversion of this Note, or a portion thereof, the principal, together with the interest payable on this Note, or portion thereof so converted, will be deemed paid in full and satisfied, and such Note or portion thereof will no longer be outstanding. In the event this Note is converted in part, the Company will issue to the contraryHolder a new Note in a principal amount equal to the portion of this Note not converted.

Mechanics of Conversion. In At any time from the event that the Holder elects date hereof, Lender may at its option elect to convert this Note all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of the Borrower's Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and $0.001 par value per share in accordance with its Notice this Section 6. The Lender shall give at least 15 days prior notice to Borrower of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion such conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date effectuated (such date, the "Conversion Date"). A form The number of Notice shares of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent Common Stock to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege which Lender shall be deemed to have been exercised and the Conversion Shares issuable entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Axxxxx and unpaid accrued interest thereon shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been issued upon the date Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of Lender to deliver such Common Stock, unless the Holder provides the Borrower written instructions to the contraryNote.

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of ConversionNOTICE OF CONVERSION") to the Borrower, Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), ) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion DateCONVERSION DATE"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days business days after receipt by the Borrower of the Notice of Conversion (the "Delivery DateDELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Conversion. Not later than three (3) Trading Days after any Conversion Date, the Maker or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Conversion Notice, the number of shares of Common Stock to which the Holder shall be entitled upon such conversion, registered in the name of the Holder or its designee. In the event that alternative, not later than three (3) Trading Days after any Conversion Date, the 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 pursuant to the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note (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 elects 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 convert this Note into Common Stockand reasonably satisfactory to the Maker). If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the Holder by the Delivery Date, the Holder shall give be entitled by written notice to the Maker at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Maker shall immediately return this Note tendered for conversion, whereupon the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of such election by delivering an executed revocation, except that any amounts described in Sections 3.3(b) and completed (c) shall be payable through the date notice of conversion ("Notice of Conversion") rescission is given to the BorrowerMaker. The Maker understands that a delay in the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Maker fails to deliver to the Holder such shares via DWAC (or, if applicable, certificates), or fails to deliver unlegended certificates representing such shares if required pursuant to Section 3.3(a) hereof, by the Delivery Date, the Maker shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered (if applicable), together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder’s right to pursue actual damages for the Maker’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Notice Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of Conversion shall provide a breakdown in reasonable detail of specific performance and/or injunctive relief). Notwithstanding anything to the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversioncontrary contained herein, the Holder shall make be entitled to withdraw a Conversion Notice, and upon such withdrawal the appropriate reduction Maker shall only be obligated to pay the Principal Amount, liquidated damages accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with this Section 3.3(b) through the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing date the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contraryis withdrawn.

Mechanics of Conversion. In The conversion of this Note shall be conducted in the event that following manner: upon any conversion of any portion of the outstanding principal amount of this Note, plus all accrued but unpaid interest thereon: (i) the Holder elects to convert shall deliver a completed and executed Notice of Conversion attached hereto as Exhibit A and, if such conversion is for the entire outstanding principal amount due under this Note surrender and deliver this Note, duly endorsed, to the Company’s office or such other address which the Company shall designate against delivery of the certificates presenting the Shares to be delivered; (ii) the Company shall, within three (3) Trading Days of receipt of the Notice of Conversion cause the Company’s transfer agent to issue such required number of Shares as set forth in the Conversion Notice. The Holder shall not be required to physically surrender this Note to the Company until the Holder all of the principal amount and accrued and unpaid interest under this Note have been converted into shares of Common StockStock or been paid in full, in which case, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") surrender this Note to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail Company for cancellation within three (3) Trading Days of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, date the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a final Notice of Conversion is delivered or telecopied to the Borrower in accordance with Company. Partial conversions of this Note shall have the provisions hereof effect of lowering the outstanding principal amount due hereunder. The Holder and the Company shall be deemed a Conversion Date (maintain records showing the "Conversion Date"). A form number of Notice Shares purchased and the date of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date")such purchases. In the case event of any dispute or discrepancy, the records of the exercise of the conversion rights set forth herein, the conversion privilege Company shall be deemed to have been exercised controlling and determinative in the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date absence of receipt by the Borrower of the Notice of Conversionmanifest error. The Holder shall and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, the principal amount due hereunder at any given time may be treated for all purposes as less than the record holder of such Common Stock, unless amount stated on the Holder provides the Borrower written instructions to the contraryface hereof.

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("" Notice of ConversionConversion ") to the Borrower, Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), ) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "" Conversion DateDate "). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will use commercially reasonable efforts to cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder as promptly as practicable, but in any event within three (3) business days. The Company shall use commercially reasonable efforts, subject to the receipt of reasonably satisfactory customary supporting documentation, in the context of an exercise of a convertible note in conjunction with an immediate resale of the underlying shares, to issue such shares by crediting the account of the Holder's ’s designated broker with the Depository Trust Corporation ("DTC" DTC ") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "" Delivery DateDate "), if so requested by the Holder. In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Conversion. In order to convert this Debenture (in whole or in part) into full shares of Common Stock, the event Holder (i) shall give written notice in the form of Exhibit 2 hereto (the "CONVERSION NOTICE") by facsimile to the Company at such office that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion principal amount ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, plus accrued but unpaid interest and fees delay payments) specified therein, which such notice and election shall, in the event that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder Common Shares shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is not have been delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Trading Days after receipt of the delivery to the Company of the Conversion Notice, be revocable by the Borrower Holder at any time prior to its receipt of the Common Stock upon conversion, and (ii) if the entire Outstanding Principal Amount is being converted, as soon as practicable after such notice, shall surrender this Debenture, duly endorsed, by either overnight courier or 2-day courier, to the principal office of the Company; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon such conversion (where the entire Outstanding Principal Amount is being converted) unless either the Debenture evidencing the principal amount is delivered to the Company as provided above, or the Holder notifies the Company that such Debenture(s) have been lost, stolen or destroyed and promptly executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such lost, stolen or destroyed Debentures. The Holder shall not be required to physically surrender this Debenture to the Company unless the full Outstanding Principal Amount represented by this Debenture is being converted. The Holder and the Company shall maintain records showing the Outstanding Principal Amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion. Notwithstanding the foregoing, if this Debenture is converted as aforesaid, the Holder may not transfer this Debenture unless the Holder first physically surrenders this Debenture to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Debenture of like tenor, registered as the Holder may request, representing in the aggregate the remaining Outstanding Principal Amount represented by this Debenture. The Holder and any assignee, bx xxxxptance of this Debenture or a new Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any portion of this Debenture, the Outstanding Principal Amount represented by this Debenture may be less than the Outstanding Principal Amount and the accrued interest set forth on the face hereof. The Company shall issue and deliver within three Trading Days of the delivery to the Company of such Conversion Notice, to such Holder of Debenture(s) at the address of the Holder, or to its designee, a certificate or certificates for the number of shares of Common Stock to which the Holder shall be entitled as aforesaid, together with a Debenture or Debentures for the principal amount of Debentures not submitted for conversion. The date on which the Conversion Notice of Conversion is given (the "Delivery DateHOLDER CONVERSION DATE"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege ) shall be deemed to have been exercised be the date the Company received by facsimile the Conversion Notice, and the Conversion Shares person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. In the event that such Holder or its designee has not received such certificate or certificates within ten (10) calendar days of the Company's receipt of the Conversion Notice, the Holder shall, in addition to any other rights or remedies it may have be entitled to receive a cash payment at the rate of 1% per month of the amount submitted for conversion (such cash payment due on demand by the Holder) for each day, after the third Trading Day following the Holder Conversion Date, that the certificates have not been received. The conversions pursuant to Sections 5 shall be deemed to have been made immediately prior to the close of business on the Holder Conversion Date. The person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock, unless Shares at the close of business on the Holder provides the Borrower written instructions Conversion Date. Notwithstanding any provision herein to the contrary, this Debenture may not be converted, and Common Shares may not be issued, unless such conversion and issuance have been registered under the 1933 Act and applicable state securities laws or are exempt from registration thereunder.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon any conversion of the principal indebtedness evidenced by the provisions of this Debenture. In lieu of any fractional shares to which Holder would otherwise be entitled, Borrower shall pay Holder cash in the event amount equal to the Conversion Price for such fractional shares. Before Holder shall be entitled to convert the indebtedness evidenced by the provisions of this Debenture into shares of Common Stock and to receive certificates therefor, Xxxxxx shall surrender the original copy of this Debenture, duly endorsed and cancelled, at the office of Borrower, and shall give at least thirty (30) days written notice to Borrower at such office that the Holder elects to so convert the principal indebtedness evidenced by the provisions of this Note into Debenture, which date shall be the conversion date (“Conversion Date”); and provided, further, however, that Borrower shall not be obligated to issue certificates evidencing the shares of Common StockStock issuable unless the original endorsed and cancelled original copy of this Debenture is either delivered to Borrower, as specified above, or Holder notifies Borrower that such original copy of this Debenture has been lost, stolen or destroyed and executes an agreement to indemnify Borrower from any loss incurred by Borrower in connection with such original copy of this Debenture. Borrower shall, as soon as practicable after such delivery of an original copy of this Debenture, or such agreement and indemnification, issue and deliver or cause to be issued and delivered at such office to Holder, a certificate or certificates for the number of shares of Common Stock to which Holder shall give notice of such election by delivering an executed be entitled and completed notice of conversion ("Notice of Conversion") a check payable to the Borrower, and such Notice of Conversion shall provide a breakdown Holder in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.any cash amounts

Mechanics of Conversion. In Any conversion of all or any portion of the event Conversion Amount of any Note shall take place at the specified effective time (the “Conversion Time”) upon delivery of an applicable Conversion Notice; provided, however, that the Holder elects to convert this Note into Common Stock, Conversion Time shall not be less than the Holder shall give notice earlier of such election by delivering an executed and completed notice of conversion ("Notice of Conversion"x) to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date five (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (25) Business Days after (or any earlier date agreed to by Holdings in its sole discretion) from the Conversion Date. Each date on which a Conversion Election Notice or Automatic Conversion Notice, as applicable, is delivered to Holdings, or (y) the Prepayment Date. In connection with any partial conversion, Holdings shall, at its expense, deliver to the applicable Holder(s), a substitute Note (or Notes) in the same form, and dated the same date as the Note(s) surrendered with the applicable Conversion Notice which shall evidence that portion of the Conversion Amount (including, for the avoidance of doubt, any capitalized PIK Interest) with respect to the Note so surrendered that has not been converted. Holdings shall (i) update the Register to reflect the applicable Conversion Amount so converted and (ii) reflect the issuance of Conversion is delivered or telecopied Securities in its books and records, as of the Conversion Time. Each Conversion Security shall be duly and validly issued, and, to the Borrower extent applicable, fully paid and non-assessable, free and clear of any Liens (other than such Lien as may be imposed by federal, state and other securities laws and under the Organizational Documents of Holdings). From and after the Conversion Time of any conversion, each Note (or portion thereof) converted in accordance with this Section 3.04 shall cease to be outstanding and shall no longer entitle the provisions hereof applicable Holder to any payments of principal, interest, fees or premiums or any other amounts. Holdings, the Administrative Agent (at Holdings’ request and expense) and such converting Holder(s) agree to take such additional actions as shall be deemed a Conversion Date reasonably necessary to effectuate any conversion pursuant to this Section 3.04, including, (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC"x) through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In in the case of any converting Holder(s), by, among other things, executing and delivering a joinder to the exercise Organizational Documents of Holdings to become a party to, and bound by, the terms thereof, in form and substance reasonably acceptable to Holdings and (y) in the case of Holdings, by delivering a copy, certified by a duly authorized officer of Holdings, of its books and records evidencing the issuance of the conversion rights set forth herein, the conversion privilege applicable Conversion Securities. The Administrative Agent shall be entitled to conclusively rely upon any Conversion Election Notice or any Automatic Conversion Notice without further inquiry and shall not be deemed to have been exercised and the knowledge or notice of any converted Note Obligations until it has received a Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Election Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contraryor Automatic Conversion Notice with respect thereto.

Mechanics of Conversion. In order to convert this Debenture (in ----------------------- whole or in part) into full shares of Common Stock, the event Holder (i) shall give written notice in the form of Exhibit 2 hereto (the "Conversion Notice") by facsimile to the Company at the Company's principal office that the Holder elects to convert the principal amount plus accrued but unpaid interest and Delay Payments (as defined in the Registration Rights Agreement) specified therein, which such notice and election shall be irrevocable by the Holder unless the Common Stock shall not have been delivered within five Trading Days of the date the Conversion Notice is delivered to the Company, and (ii) if the entire Outstanding Principal Amount is being converted, as soon as practicable after such notice, shall surrender this Note into Debenture, duly endorsed, by either overnight courier or 2-day courier, to the principal office of the Company; provided, however, that the Company shall not be obligated to issue certificates -------- ------- evidencing the shares of the Common StockStock issuable upon such conversion (where the entire Outstanding Principal Amount is being converted) unless either the Debenture evidencing the principal amount is delivered to the Company as provided above, or the Holder notifies the Company that such Debenture(s) have been lost, stolen or destroyed and promptly executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such lost, stolen or destroyed Xxxxxxxxx(s). The Holder shall not be required to physically surrender this Debenture to the Company unless the full Outstanding Principal Amount represented by this Debenture is being converted. The Holder and the Company shall maintain records showing the Outstanding Principal Amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if this Debenture is converted as aforesaid, the Holder may not transfer this Debenture unless the Holder first physically surrenders this Debenture to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Debenture of like tenor, registered as the Holder may request, representing in the aggregate the remaining Outstanding Principal Xxxxxx represented by this Debenture. The Holder and any assignee, by acceptance of this Debenture or a new Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any portion of this Debenture, the Outstanding Principal Amount represented by this Debenture may be less than the Outstanding Principal Amount and the accrued interest set forth on the face hereof. The Company shall give notice issue and deliver within three Trading Days of the delivery to the Company of such election by delivering an executed and completed notice Conversion Notice, to such Holder of conversion ("Notice of Conversion"Debenture(s) to at the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail address of the amount Holder, or to its designee, a certificate or certificates for the number of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice shares of Conversion, Common Stock to which the Holder shall make the appropriate reduction to the Principal Amountbe entitled as aforesaid, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after together with a calculation of the Conversion DateRate and, if the Debenture has been surrendered and is being converted in part only, a Debenture or Debentures for the principal amount of Debentures not submitted for conversion. Each The date on which a the Conversion Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date given (the "Holder Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and be the date the Company received by facsimile the Conversion Shares issuable upon Notice provided that if not received by 5:00 p.m. on such conversion date, the Holder Conversion Date shall be deemed to have been issued upon be the date of receipt by next Trading Day. In the Borrower event that such Holder or its designee has not received such certificate or certificates within five (5) calendar days of the Notice Company's receipt of Conversion. The Holder shall be treated for all purposes as the record holder of such Common StockConversion Notice, unless the Holder provides the Borrower written instructions may, in addition to the contraryany other rights or remedies it may have, revoke its Conversion Notice.

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of ConversionNOTICE OF CONVERSION") to the Borrower, Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), ) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Daterecords. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion DateCONVERSION DATE"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. B. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days business days after receipt by the Borrower of the Notice of Conversion (the "Delivery DateDELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Conversion. In order to convert this Debenture (in whole or in part) into full shares of Common Stock, the event Holder shall surrender this Debenture, duly endorsed, by either overnight courier or 2-day courier, to the principal office of the Company, and shall give written notice in the form of EXHIBIT 1 hereto (the "Conversion Notice") by facsimile (with the original of such notice forwarded with the foregoing courier) to the Company at such office that the Holder elects to convert this Note into the principal amount (plus accrued but unpaid interest and default payments) specified therein, which such notice and election shall be revocable by the Holder at any time prior to its receipt of the Common StockStock upon conversion; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon such conversion unless either the Debenture evidencing the principal amount is delivered to the Company as provided above, or the Holder notifies the Company that such Debenture(s) has been lost, stolen or destroyed and promptly executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such lost, stolen or destroyed Xxxxxxxxx(s). Within three (3) Trading Days ("T+3") after delivery to the Company of such Conversion Notice, the Company shall issue and deliver to such Holder of Debenture(s) at the address of the Holder, or to its designee, a certificate or certificates for the number of shares of Common Stock to which the Holder shall give notice be entitled as aforesaid, together with a calculation of the Conversion Rate and a Debenture or Debentures for the principal amount of Debentures not submitted for conversion. The date on which the Conversion Notice is given (the "Holder Conversion Date") shall be deemed to be the date the Company received by facsimile the Conversion Notice duly executed by the Holder, and the Holder entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such election by delivering an executed and completed notice shares of conversion ("Notice Common Stock at the close of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, business on the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice In lieu of Conversion delivering physical certificates representing the Common Shares issuable upon conversion of Debentures or the Warrant Shares (as defined in the Purchase Agreement) deliverable upon exercise of Warrants (as defined in the Purchase Agreement), provided the Company's transfer agent is delivered or telecopied participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder, the Company shall use its best efforts to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the its transfer agent to electronically transmit the certificates representing the Conversion Common Shares and Warrant Shares issuable upon conversion or exercise of Debentures or Warrants to the Holder Holder, by crediting the account of the HolderXxxxxx's designated prime broker with the Depository Trust Corporation ("DTC") DTC through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by system. The time periods for delivery described above shall apply to the Borrower of electronic transmittals through the Notice of Conversion (the "Delivery Date")DWAC system. In the case of the exercise of the conversion rights set forth herein, the conversion privilege The parties agree to coordinate with DTC to accomplish this objective. The conversions pursuant to Sections 5 and 6 shall be deemed to have been exercised and made immediately prior to the close of business on the Holder Conversion Date. The person or persons entitled to receive the Common Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such Common Stock, unless Shares at the close of business on the Holder provides the Borrower written instructions to the contraryConversion Date.

Mechanics of Conversion. In the event that the Holder elects to convert The conversion of this Note into Common Stock, shall be conducted in the following manner: upon any conversion of this Note (or any portion hereof): (i) the Holder shall give notice of such election by delivering an deliver a completed and executed and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of attached hereto as Exhibit A specifying, inter alia, the principal amount of Principal Amount, accrued interest this Note that is to be converted and fees that are being converted. On each Conversion Date shall surrender and deliver this Note (duly endorsed and together with the Sister Vesting Warrant (as hereinafter defined), and in accordance with its ) to the Company’s office or such other address that the Company shall designate (the date on which the Holder so delivers such Notice of ConversionConversion and so surrenders and delivers this Note and Vesting Warrant or the next following Business Day if such date is not a Business Day is hereinafter referred to as the “Conversion Date”); (ii) in exchange for this Note as so surrendered, the Holder Company shall make the appropriate reduction prepare and deliver irrevocable instructions addressed to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof Company’s transfer agent to issue to the Borrower Holder a number of Shares equal to the aggregate of (A) (I) the outstanding principal amount of this Note then being converted divided by (II) the then applicable Conversion Price plus (B) (I) the amount of unpaid interest that has accrued on such principal amount through, but not including, the Conversion Date, divided by (II) the greater of the then applicable Conversion Price and such other price as may be required by applicable law or stock exchange rule without requiring shareholder approval (which greater price, if determined in Canadian Dollars, shall be converted into United States Dollars by multiplying the number of Canadian Dollars by the Deemed Currency Conversion Rate), which Shares shall be delivered to the Holder within two five (25) Business Days after following the Conversion Date. Each date on which a Notice of Conversion ; and (iv) in the event this Note is delivered or telecopied to converted only in part, and not in full, within five (5) Business Days following the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by , the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares Company shall issue and provide to the Holder by crediting an 8% Unsecured Convertible Redeemable Note, substantially in the account form of this Note, in a principal amount equal to the unconverted principal amount of this Note (any such new 8% Unsecured Convertible Redeemable Note, a “Replacement Note”) and (B) a new Vesting Warrant that is substantially in the form of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have Sister Vesting Warrant that has been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.surrendered

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder The Lender shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to notify the Borrower in accordance with writing (the provisions hereof "Conversion Notice"), in the manner prescribed in Section 11(e) of the Purchase Agreement, of its desire to convert all or part of the aggregate amount of principal of this Convertible Subordinated Promissory Note plus interest, if any, that has accrued but remains unpaid thereon. The Conversion Notice shall be deemed a accompanied by the original of this Convertible Subordinated Promissory Note (or reasonable written assurance of the loss or destruction of the original of this Convertible Subordinated Promissory Note). The Conversion Date Notice shall specify (i) the aggregate amount of principal of this Convertible Subordinated Promissory Note plus interest, if any, that has accrued but remains unpaid thereon to be converted (the "Conversion Amount"), (ii) the date of the desired conversion (the "Conversion Date")) and (iii) the name(s) which should appear on the stock certificate(s) to be issued by the Borrower which represent the Common Stock acquired by the Lender upon conversion. A If reasonably required by the Borrower, certificates surrendered for conversion shall be accompanied by a written instrument or instruments of transfer in form of Notice of Conversion reasonably satisfactory to the Borrower. The Borrower shall not be required to pay any tax that may be employed by payable in respect of any transfer involving the Holder is annexed hereto as Exhibit A. The issuance and delivery of such certificates upon conversion in a name other than that of the Lender, and the Borrower will cause shall not be required to issue or deliver such certificates unless or until the transfer agent to transmit persons requesting the certificates representing the Conversion Shares issuance thereof shall have established to the Holder by crediting the account of the HolderBorrower's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to reasonable satisfaction that any such taxes have been exercised and paid or will be paid by parties other than the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contraryBorrower.

Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon any conversion of the principal indebtedness evidenced by the provisions of this Debenture. In lieu of any fractional shares to which Holder would otherwise be entitled, Borrower shall pay Holder cash in the event amount equal to the Conversion Price for such fractional shares. Before Holder shall be entitled to convert the indebtedness evidenced by the provisions of this Debenture into shares of Common Stock and to receive certificates therefor, Xxxxxx shall surrender the original copy of this Debenture, duly endorsed and cancelled, at the office of Borrower, and shall give at least seventy-six (76) days written notice to Borrower at such office that the Holder elects to so convert the principal indebtedness evidenced by the provisions of this Note into Debenture, which date shall be the conversion date (“Conversion Date”); and provided, further, however, that Borrower shall not be obligated to issue certificates evidencing the shares of Common StockStock or the Warrants unless the original endorsed and cancelled original copy of this Debenture is either delivered to Borrower, as specified above, or Holder notifies Borrower that such original copy of this Debenture has been lost, stolen or destroyed and executes an agreement to indemnify Borrower from any loss incurred by Borrower in connection with such original copy of this Debenture. Borrower shall, as soon as practicable after such delivery of an original copy of this Debenture, or such agreement and indemnification, issue and deliver or cause to be issued and delivered at such office to Holder, a certificate or certificates for the number of shares of Common Stock or Warrants to which Holder shall give notice of such election by delivering an executed be entitled and completed notice of conversion ("Notice of Conversion") a check payable to the Borrower, and such Notice of Conversion shall provide a breakdown Holder in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (any cash amounts payable as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise result of the conversion rights set forth herein, into fractional shares of Common Stock. The person or persons entitled to receive the conversion privilege shall be deemed to have been exercised and the Conversion Shares shares of Common Stock or Warrants issuable upon any such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock, unless the Holder provides the Borrower written instructions to the contraryStock or Warrants on such date.

Mechanics of Conversion. In Upon closing (the event “Closing Date”) of the Preferred Stock Offering, a Public Offering, or a Change of Control the outstanding principal amount and accrued interest of this Note shall be converted automatically without any further action by the Holder and whether or not this Note is surrendered to the Company; provided, however, that the Company shall not be obligated to issue to the Holder a certificate that evidences the Conversion Shares unless this Note is delivered to the Company. The Company may exercise the optional conversion rights specified in Section 3(a) as to any part of this Note by giving Notice to the Holder that the Company is surrendering to the Company this Note, accompanied by written notice stating that the Company elects to convert all or a specified portion of this Note. Conversion of this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and effected (the “Conversion Date”) on: (i) the closing date of the Preferred Stock Offering; (ii) the date when delivery of notice of an election to convert pursuant to Section 3(a) is made; or (iii) on the closing of a Public Offering (in which event conversion of the Conversion Shares issuable upon such into shares of the Company’s Common Stock in accordance with the terms of the Preferred Shares shall take place immediately after conversion of the Notes). As promptly as practicable thereafter (and after surrender of this Note to the Company), the Company shall issue and deliver to the Holder a certificate for the number of full Conversion Shares to which the Holder is entitled and a check or cash with respect to any fractional interest in a Conversion Share as provided in Section 3(e). The person in whose name the certificate for Conversion Shares are to be issued shall be deemed to have been issued upon become a holder of record of such shares on the date Conversion Date. Upon conversion of receipt by the Borrower only a portion of the Notice principal amount of Conversion. The Holder this Note (in the case of optional conversion pursuant to Section 3(a)), the Company shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions issue and deliver to the contraryHolder, at the expense of the Company, a new Note covering the principal amount of the unconverted portion of this Note.

Mechanics of Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("" Notice of ConversionConversion ") to the Borrower, Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), ) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "" Conversion DateDate "). A form of Notice of Conversion that may ma""""""""""""y be employed by the Holder is annexed hereto as Exhibit A. The Borrower will use commercially reasonable efforts to cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder as promptly as practicable, but in any event within three (3) business days. The Company shall use commercially reasonable efforts, subject to the receipt of reasonably satisfactory customary supporting documentation, in the context of an exercise of a convertible note in conjunction with an immediate resale of the underlying shares, to issue such shares by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC" DTC ") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of the Notice of Conversion (the "" Delivery DateDate "), if so requested by the Holder. In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.