Common use of Amendments to the Note Clause in Contracts

Amendments to the Note. (a) The Note is hereby amended to extend the Due Date of the Note from March 31, 2011 to June 30, 2011. (b) Section 2 of the Note is hereby amended to add the following as a new subsection 2.3: (a) Notwithstanding any provision to the contrary herein, including the provisions contained in Sections 2.1 and 2.2 above, upon the Consummation of a Rights Offering, all unpaid principal and accrued but unpaid interest on the Note shall be automatically converted into the right to receive the Holder’s Pro Rata Share (as defined below) of the Milestone Payments (as defined below) set forth in (b) and (c) below. (b) Upon the achievement by the Company (or its Affiliates or Sublicensees) of the milestone events described below (each, a “Development Milestone Event”), the Company shall pay to the Holder its Pro Rata Share of the milestone payment specified below (each, a “Development Milestone Payment”). The specified Development Milestone Payment shall be made within thirty (30) days after the occurrence of the related Development Milestone Event. Successful Completion of first Phase III Clinical Trial $2,500,000 FDA acceptance for review of first NDA $2,500,000 FDA Final Approval of first NDA $5,000,000 (c) Following the First Commercial Sale of the Product, the Company shall (i) pay to the Holder, upon the terms and subject to the conditions hereof, the Holder’s Pro Rata Share of the Net Sales Payment (as defined below) for each calendar quarter until such time as the cumulative Net Sales (as defined below) by the Company and its Affiliates and Sublicensees reach an aggregate of $150,000,000 and (ii) provide Holder with a statement along with such payment, such statement to be certified by the Chief Financial Officer of the Company, setting forth the Company’s calculation of both the Net Sales and the Net Sales Payment for such calendar quarter. The Net Sales Payment for each calendar quarter shall be made within sixty (60) days after the end of such calendar quarter, but in any event no later than the date on which the Company makes its quarterly royalty payment based on Net Sales to the Licensor under the License Agreement. (d) If the Company is a public reporting company under the Securities Exchange Act of 1934, as amended, at the time any Milestone Payment is due, the Company may, at its option, issue shares of Common Stock having a value equal to the amount of such Milestone Payment in lieu of making such Milestone Payment in cash, with such value determined based on the average closing price of the Common Stock during the twenty (20) Trading Days immediately preceding the date on which such Milestone Payment is due; provided that (i) such shares of Common Stock are registered under the Securities Act and are issued under an effective registration statement of the Company under the Securities Act and (ii) all Equity Conditions are satisfied. As soon as practicable, but in no event more than two Trading Days, following the public announcement by the Company of any Development Milestone Event or earnings for a calendar quarter with respect to which a Net Sales Payment is due (the “Milestone Payment Notice Date”), the Company shall send to the Holder a written notice (a “Milestone Payment Notice”) that shall state whether the entire applicable Milestone Payment shall be paid in cash or in shares of Common Stock and if such payment is to be made in shares of Common Stock, certify that the Equity Conditions are then satisfied. If (x) the Company does not timely send a Milestone Payment Notice to Holder in accordance with this Section 2.3(d) or (y) the Equity Conditions are not satisfied, then the Company shall be deemed to have delivered a Milestone Payment Notice electing to pay the entire Milestone Payment in cash. Each Milestone Payment Notice, whether actually given or deemed given, shall be irrevocable. Any shares of Common Stock issued pursuant to this Section 2.3(d) shall be delivered to the Holder no later than three (3) Trading Days following the date on which the applicable Milestone Payment is due. (e) Upon the Consummation of a Rights Offering, the outstanding unpaid principal and accrued but unpaid interest of the Note shall be converted without any further action by the Holder and whether or not the Note is surrendered to the Company or its transfer agent, and the indebtedness evidenced by this Note shall be satisfied in full and no interest shall continue to accrue on this Note and all rights of the Holder hereunder shall terminate. The Company shall not be obligated to issue any certificate or other instrument evidencing the Holder’s right to receive the Holder’s Pro Rata Share of the Milestone Payments. Any conversion effected in accordance with this Section 2 shall be binding upon the Holder hereof. (f) For purposes of this Section 2.3, the following terms shall have the following meanings:

Amendments to the Note. (a) The first paragraph of the Note is hereby amended and restated in its entirety as follows: “FOR VALUE RECEIVED, Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corp.), a Nevada corporation (the “Company”), hereby promises to extend pay to the Due Date order of JGB (Cayman) Cambridge Ltd. or its registered assigns (“Holder”) the amount set out above as the Original Principal Amount or so much thereof as shall be become outstanding pursuant to and in accordance with the terms of the Securities Purchase Agreement (as defined below) (as reduced pursuant to any redemption, conversion or otherwise, in any case, in accordance with the terms hereof, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Original Issuance Date (the “Issuance Date”), or, in the case of the First Tranche, the Second Tranche, the Third Tranche or any Acquisition Tranche (as defined below), from the First Tranche Incremental Loan Closing Date, the Second Tranche Incremental Loan Closing Date, the Third Tranche Incremental Loan Closing Date or the applicable Acquisition Loan Closing Date (each as defined in the Securities Purchase Agreement), as applicable, until the same becomes due and payable, whether upon the Maturity Date or any acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Note from March 31(including all Convertible Notes issued in exchange, 2011 transfer or replacement hereof, this “Note”) is one of an issue of Notes issued pursuant to June 30the Securities Purchase Agreement (collectively, 2011the “Notes” and such other Convertible Notes, the “Other Notes”). Certain capitalized terms used herein are defined in Section 24.” (b) Paragraph (c) of Section 1 of the Note is hereby amended and restated in its entirety: (c) On the last Trading Day of each calendar Month (the “Fixed Payment Amount Payment Date”), commencing on June 30, 2014, the Company shall pay to the Holder, as additional interest, an amount in cash by wire transfer of immediately available funds equal to the Fixed Payment Amount (as defined herein). For purposes hereof, the “Fixed Payment Amount” means, for each Fixed Payment Amount Payment Date after the First Tranche Incremental Loan Closing Date, $68,750, with respect to each Fixed Payment Amount Payment Date after the Second Tranche Incremental Loan Closing Date, $75,000 and with respect to each Fixed Payment Amount Date after the Third Tranche Incremental Loan Closing Date, $128,571.” (c) Subparagraph (b)(ii) of Section 2 of the Note is hereby amended to add the following and restated in its entirety as a new subsection 2.3follows: (a) Notwithstanding any provision to the contrary herein, including the provisions contained in Sections 2.1 and 2.2 above, upon the Consummation of a Rights Offering, all unpaid principal and accrued but unpaid interest on the Note shall be automatically converted into the right to receive the Holder’s Pro Rata Share (as defined below) of the Milestone Payments (as defined below) set forth in (b) and (c) below. (b) Upon the achievement by the Company (or its Affiliates or Sublicensees) of the milestone events described below (each, a “Development Milestone Event”), the Company shall pay to the Holder its Pro Rata Share of the milestone payment specified below (each, a “Development Milestone Payment”). The specified Development Milestone Payment shall be made within thirty (30) days after the occurrence of the related Development Milestone Event. Successful Completion of first Phase III Clinical Trial $2,500,000 FDA acceptance for review of first NDA $2,500,000 FDA Final Approval of first NDA $5,000,000 (c) Following the First Commercial Sale of the Product, the Company shall (i) pay to the Holder, upon the terms and subject to the conditions hereof, the Holder’s Pro Rata Share of the Net Sales Payment (as defined below) for each calendar quarter until such time as the cumulative Net Sales (as defined below) by the Company and its Affiliates and Sublicensees reach an aggregate of $150,000,000 and (ii) provide Holder with a statement along with such payment, such statement to be certified by the Chief Financial Officer of the Company, setting forth the Company’s calculation of both the Net Sales and the Net Sales Payment for such calendar quarter. The Net Sales Payment for each calendar quarter shall be made within sixty (60) days after the end of such calendar quarter, but in any event no later than the date on which the Company makes its quarterly royalty payment based on Net Sales to the Licensor under the License Agreement. (d) If the Company is a public reporting company under the Securities Exchange Act of 1934, as amended, at the time any Milestone Payment is due, the Company may, at its option, issue shares of Common Stock having a value equal to the amount of such Milestone Payment in lieu of making such Milestone Payment in cash, with such value determined based on the average closing price of the Common Stock during the twenty (20) Trading Days immediately preceding the date on which such Milestone Payment is due; provided that (i) such shares of Common Stock are registered under the Securities Act and are issued under an effective registration statement of the Company under the Securities Act and (ii) all Equity Conditions are satisfied. As soon as practicable, but in no event more than two Trading Days, following the public announcement by the Company of any Development Milestone Event or earnings for a calendar quarter with respect to which a Net Sales Payment is due (the “Milestone Payment Notice Date”), the Company shall send to the Holder a written notice (a “Milestone Payment Notice”) that shall state whether the entire applicable Milestone Payment shall be paid in cash or in shares of Common Stock and if such payment is to be made in shares of Common Stock, certify that the Equity Conditions are then satisfied. If (x) the Company does not timely send a Milestone Payment Notice to Holder in accordance with this Section 2.3(d) or (y) the Equity Conditions are not satisfied, then the Company shall be deemed to have delivered a Milestone Payment Notice electing to pay the entire Milestone Payment in cash. Each Milestone Payment Notice, whether actually given or deemed given, shall be irrevocable. Any shares of Common Stock issued pursuant to this Section 2.3(d) shall be delivered to the Holder no later than three (3) Trading Days following the date on which the applicable Milestone Payment is due. (e) Upon the Consummation of a Rights Offering, the outstanding unpaid principal and accrued but unpaid interest of the Note shall be converted without any further action by the Holder and whether or not the Note is surrendered to the Company or its transfer agent, and the indebtedness evidenced by this Note shall be satisfied in full and no interest shall continue to accrue on this Note and all rights of the Holder hereunder shall terminate. The Company shall not be obligated to issue any certificate or other instrument evidencing the Holder’s right to receive the Holder’s Pro Rata Share of the Milestone Payments. Any conversion effected in accordance with this Section 2 shall be binding upon the Holder hereof. (f) For purposes of this Section 2.3, the following terms shall have the following meanings:

Amendments to the Note. (a) The Note is hereby amended to extend as follows: ---------------------- (a) The words "November 17, 1999" in the Due Date ninth line of the Note from March 31shall be deleted and replaced with the phrase "October 15, 2011 2000" and all references to June 30the Maturity Date in the Note shall mean October 15, 20112000. (b) Section 2 The following sentences shall be inserted after the last sentence of the Note is hereby amended to add the following as a new subsection 2.3: (a) Notwithstanding any provision to the contrary herein, including the provisions contained in Sections 2.1 and 2.2 above, upon the Consummation of a Rights Offering, all unpaid principal and accrued but unpaid interest on the Note shall be automatically converted into the right to receive the Holder’s Pro Rata Share (as defined below) first paragraph of the Milestone Payments Note: "In the event that the Company completes a private placement occurring on or before December 20, 1999 (as defined belowthe "1999 Private Placement") set forth in whereby $20,000,000 of net proceeds from the sale of its common stock, par value $.01 per share (b) and (c) below. (b) Upon the achievement "Common Stock"), are received by the Company (or its Affiliates or Sublicensees) of the milestone events described below (each, a “Development Milestone Event”)Company, the Company shall pay $5,000,000 of principal on this Note, together with accrued and unpaid interest thereon, with the proceeds thereof within five business days of the closing of such offering. In the event that the Company completes the 1999 Private Placement whereby $30,000,000 of net proceeds from the sale of the Common Stock are received by the Company, the Maturity Date shall be July 1, 2000, and all references to the Holder its Pro Rata Share Maturity Date in the Note shall mean July 1, 2000. Upon consummation of a Qualified Secondary Offering (as such term is defined in the Warrant, dated May 17, 1999, issued by the Company to GE Capital, as amended, to purchase 300,000 shares of Common Stock), other than the 1999 Private Placement, the Company shall pay the entire remaining principal balance of this Note, together with accrued and unpaid interest thereon, with the proceeds thereof within five business days of the milestone payment specified below (each, a “Development Milestone Payment”). The specified Development Milestone Payment shall be made within thirty (30) days after the occurrence closing of the related Development Milestone Event. Successful Completion of first Phase III Clinical Trial $2,500,000 FDA acceptance for review of first NDA $2,500,000 FDA Final Approval of first NDA $5,000,000such offering." (c) Following the First Commercial Sale The first sentence of Section 1(a) of the Product, Note is deleted in its entirety and replaced by the following: "Company shall pay interest to Holder in arrears quarterly, commencing on August 17, 1999, and on the Maturity Date (each an "Interest Payment Date"), at a rate equal to (i) pay for the period commencing from the date hereof to the HolderApril 30, upon the terms and subject to the conditions hereof2000, the Holder’s Pro Rata Share of the Net Sales Payment twelve percent (as defined below12%) for each calendar quarter until such time as the cumulative Net Sales (as defined below) by the Company and its Affiliates and Sublicensees reach an aggregate of $150,000,000 and per annum, (ii) provide Holder with a statement along with for the period commencing May 1, 2000 to August 31, 2000, fourteen percent (14%) per annum and (iii) for the period commencing September 1, 2000 to the Maturity Date, sixteen percent (16%) per annum, each such payment, such statement to be certified by the Chief Financial Officer of the Company, setting forth the Company’s calculation of both the Net Sales and the Net Sales Payment for such calendar quarter. The Net Sales Payment for each calendar quarter shall be made within sixty (60) days after the end of such calendar quarter, but in any event no later than the date on which the Company makes its quarterly royalty payment rate based on Net Sales to a year of 360 days for the Licensor under the License Agreement. (d) If the Company is a public reporting company under the Securities Exchange Act actual number of 1934days elapsed, as amended, at the time any Milestone Payment is due, the Company may, at its option, issue shares of Common Stock having a value equal to the amount of such Milestone Payment in lieu of making such Milestone Payment in cash, with such value determined and based on the average closing price of the Common Stock during the twenty (20) Trading Days immediately preceding the date on which such Milestone Payment is due; provided that (i) such shares of Common Stock are registered amounts outstanding from time to time under the Securities Act and are issued under an effective registration statement of the Company under the Securities Act and (ii) all Equity Conditions are satisfied. As soon as practicable, but in no event more than two Trading Days, following the public announcement by the Company of any Development Milestone Event or earnings for a calendar quarter with respect to which a Net Sales Payment is due (the “Milestone Payment Notice Date”), the Company shall send to the Holder a written notice (a “Milestone Payment Notice”) that shall state whether the entire applicable Milestone Payment shall be paid in cash or in shares of Common Stock and if such payment is to be made in shares of Common Stock, certify that the Equity Conditions are then satisfied. If (x) the Company does not timely send a Milestone Payment Notice to Holder in accordance with this Section 2.3(d) or (y) the Equity Conditions are not satisfied, then the Company shall be deemed to have delivered a Milestone Payment Notice electing to pay the entire Milestone Payment in cash. Each Milestone Payment Notice, whether actually given or deemed given, shall be irrevocable. Any shares of Common Stock issued pursuant to this Section 2.3(d) shall be delivered to the Holder no later than three (3) Trading Days following the date on which the applicable Milestone Payment is dueNote. (e) Upon the Consummation of a Rights Offering, the outstanding unpaid principal and accrued but unpaid interest of the Note shall be converted without any further action by the Holder and whether or not the Note is surrendered to the Company or its transfer agent, and the indebtedness evidenced by this Note shall be satisfied in full and no interest shall continue to accrue on this Note and all rights of the Holder hereunder shall terminate. The Company shall not be obligated to issue any certificate or other instrument evidencing the Holder’s right to receive the Holder’s Pro Rata Share of the Milestone Payments. Any conversion effected in accordance with this Section 2 shall be binding upon the Holder hereof. (f) For purposes of this Section 2.3, the following terms shall have the following meanings:"

Amendments to the Note. (a) The Note is hereby amended to extend On the Due Date top of page 1 of the Note from March 31the following phrases are hereby deleted: “Original Issuance Date: April 22, 2011 to June 302014 Original Principal Amount: $31,868,132 No.: 0001” and replaced by the following: “Original Issuance Date: April 22, 20112014 Original Principal Amount: $43,168,132 No.: 0001” (b) Section 2 The first paragraph of the Note is hereby amended and restated in its entirety as follows: “FOR VALUE RECEIVED, Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corp.), a Nevada corporation (the “Company”), hereby promises to add the following as a new subsection 2.3: (a) Notwithstanding any provision pay to the contrary herein, including order of [ ] or its registered assigns (“Holder”) the provisions contained in Sections 2.1 and 2.2 above, upon amount set out above as the Consummation of a Rights Offering, all unpaid principal and accrued but unpaid interest on the Note Original Principal Amount or so much thereof as shall be automatically converted into become outstanding pursuant to and in accordance with the right to receive terms of the Holder’s Pro Rata Share Securities Purchase Agreement (as defined below) of (as reduced pursuant to any redemption, conversion or otherwise, in any case, in accordance with the Milestone Payments terms hereof, the “Principal”) when due, whether upon (as reduced pursuant the Maturity Date (as defined below)), acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth in out above as the Original Issuance Date (b) and (c) below. (b) Upon the achievement by the Company (or its Affiliates or Sublicensees) of the milestone events described below (each, a “Development Milestone EventIssuance Date”), or, in the Company shall pay case of the First Tranche, the Second Tranche or any Acquisition Tranche (as defined below), from the First Tranche Incremental Loan Closing Date, the Second Tranche Incremental Loan Closing Date or the applicable Acquisition Loan Closing Date (each as defined in the Securities Purchase Agreement), as applicable, until the same becomes due and payable, whether upon the Maturity Date or any acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Note (including all Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue of Notes issued pursuant to the Holder its Pro Rata Share of Securities Purchase Agreement (collectively, the milestone payment specified below (each“Notes” and such other Convertible Notes, a the “Development Milestone PaymentOther Notes”). The specified Development Milestone Payment shall be made within thirty (30) days after the occurrence of the related Development Milestone Event. Successful Completion of first Phase III Clinical Trial $2,500,000 FDA acceptance for review of first NDA $2,500,000 FDA Final Approval of first NDA $5,000,000Certain capitalized terms used herein are defined in Section 24.” (c) Following the First Commercial Sale of the Product, the Company shall (i) pay to the Holder, upon the terms and subject to the conditions hereof, the Holder’s Pro Rata Share of the Net Sales Payment (as defined below) for each calendar quarter until such time as the cumulative Net Sales (as defined below) by the Company and its Affiliates and Sublicensees reach an aggregate of $150,000,000 and Paragraph (ii) provide Holder with a statement along with such payment, such statement to be certified by the Chief Financial Officer of the Company, setting forth the Company’s calculation of both the Net Sales and the Net Sales Payment for such calendar quarter. The Net Sales Payment for each calendar quarter shall be made within sixty (60Section 2(b) days after the end of such calendar quarter, but in any event no later than the date on which the Company makes its quarterly royalty payment based on Net Sales to the Licensor under the License Agreement. (d) If the Company is a public reporting company under the Securities Exchange Act of 1934, as amended, at the time any Milestone Payment is due, the Company may, at its option, issue shares of Common Stock having a value equal to the amount of such Milestone Payment in lieu of making such Milestone Payment in cash, with such value determined based on the average closing price of the Common Stock during the twenty (20) Trading Days immediately preceding the date on which such Milestone Payment is due; provided that (i) such shares of Common Stock are registered under the Securities Act and are issued under an effective registration statement of the Company under the Securities Act and (ii) all Equity Conditions are satisfied. As soon as practicable, but in no event more than two Trading Days, following the public announcement by the Company of any Development Milestone Event or earnings for a calendar quarter with respect to which a Net Sales Payment is due (the “Milestone Payment Notice Date”), the Company shall send to the Holder a written notice (a “Milestone Payment Notice”) that shall state whether the entire applicable Milestone Payment shall be paid in cash or in shares of Common Stock and if such payment is to be made in shares of Common Stock, certify that the Equity Conditions are then satisfied. If (x) the Company does not timely send a Milestone Payment Notice to Holder in accordance with this Section 2.3(d) or (y) the Equity Conditions are not satisfied, then the Company shall be deemed to have delivered a Milestone Payment Notice electing to pay the entire Milestone Payment in cash. Each Milestone Payment Notice, whether actually given or deemed given, shall be irrevocable. Any shares of Common Stock issued pursuant to this Section 2.3(d) shall be delivered to the Holder no later than three (3) Trading Days following the date on which the applicable Milestone Payment is due. (e) Upon the Consummation of a Rights Offering, the outstanding unpaid principal and accrued but unpaid interest of the Note shall be converted without any further action by the Holder is hereby amended and whether or not the Note is surrendered to the Company or restated in its transfer agent, and the indebtedness evidenced by this Note shall be satisfied in full and no interest shall continue to accrue on this Note and all rights of the Holder hereunder shall terminate. The Company shall not be obligated to issue any certificate or other instrument evidencing the Holder’s right to receive the Holder’s Pro Rata Share of the Milestone Payments. Any conversion effected in accordance with this Section 2 shall be binding upon the Holder hereof. (f) For purposes of this Section 2.3, the following terms shall have the following meaningsentirety as follows:

Amendments to the Note. (a) The Note is hereby amended to extend the Due Date of the Note from March 31, 2011 to June 30, 2011. (b) Section 2 of each of the Note 2007 Notes is hereby amended to add the following as a new subsection 2.3: (a) Notwithstanding any provision to the contrary herein, including the provisions contained in Sections 2.1 and 2.2 above, upon the Consummation of a Rights Offering, all unpaid principal and accrued but unpaid interest on the Note shall be automatically converted into the right to receive the Holder’s Pro Rata Share (as defined below) of the Milestone Payments (as defined below) set forth in (b) and (c) below. (b) Upon the achievement by the Company (or its Affiliates or Sublicensees) of the milestone events described below (each, a “Development Milestone Event”), the Company shall pay to the Holder its Pro Rata Share of the milestone payment specified below (each, a “Development Milestone Payment”). The specified Development Milestone Payment shall be made within thirty (30) days after the occurrence of the related Development Milestone Event. Successful Completion of first Phase III Clinical Trial $2,500,000 FDA acceptance for review of first NDA $2,500,000 FDA Final Approval of first NDA $5,000,000 (c) Following the First Commercial Sale of the Product, the Company shall (i) pay to the Holder, upon the terms and subject to the conditions hereof, the Holder’s Pro Rata Share of the Net Sales Payment (as defined below) for each calendar quarter until such time as the cumulative Net Sales (as defined below) by the Company and its Affiliates and Sublicensees reach an aggregate of $150,000,000 and (ii) provide Holder with a statement along with such payment, such statement to be certified by the Chief Financial Officer of the Company, setting forth the Company’s calculation of both the Net Sales and the Net Sales Payment for such calendar quarter. The Net Sales Payment for each calendar quarter shall be made within sixty (60) days after the end of such calendar quarter, but in any event no later than the date on which the Company makes its quarterly royalty payment based on Net Sales to the Licensor under the License Agreement. (d) If the Company is a public reporting company under the Securities Exchange Act of 1934, as amended, at the time any Milestone Payment is due, the Company may, at its option, issue shares of Common Stock having a value equal to the amount of such Milestone Payment in lieu of making such Milestone Payment in cash, with such value determined based on the average closing price of the Common Stock during the twenty (20) Trading Days immediately preceding the date on which such Milestone Payment is due; provided that (i) such shares of Common Stock are registered under the Securities Act and are issued under an effective registration statement of the Company under the Securities Act and (ii) all Equity Conditions are satisfied. As soon as practicable, but in no event more than two Trading Days, following the public announcement by the Company of any Development Milestone Event or earnings for a calendar quarter with respect to which a Net Sales Payment is due (the “Milestone Payment Notice Date”), the Company shall send to the Holder a written notice (a “Milestone Payment Notice”) that shall state whether the entire applicable Milestone Payment shall be paid in cash or in shares of Common Stock and if such payment is to be made in shares of Common Stock, certify that the Equity Conditions are then satisfied. If (x) the Company does not timely send a Milestone Payment Notice to Holder in accordance with this Section 2.3(d) or (y) the Equity Conditions are not satisfied, then the Company shall be deemed to have delivered a Milestone Payment Notice electing to pay the entire Milestone Payment in cash. Each Milestone Payment Notice, whether actually given or deemed given, shall be irrevocable. Any shares of Common Stock issued pursuant to this Section 2.3(d) shall be delivered to the Holder no later than three (3) Trading Days following the date on which the applicable Milestone Payment is due. (e) Upon the Consummation of a Rights Offering, the outstanding unpaid principal and accrued but unpaid interest of the Note shall be converted without any further action by the Holder and whether or not the Note is surrendered to the Company or its transfer agent, and the indebtedness evidenced by this Note shall be satisfied in full and no interest shall continue to accrue on this Note and all rights of the Holder hereunder shall terminate. The Company shall not be obligated to issue any certificate or other instrument evidencing the Holder’s right to receive the Holder’s Pro Rata Share of the Milestone Payments. Any conversion effected in accordance with this Section 2 shall be binding upon the Holder hereof. (f) For purposes of this Section 2.3, the following terms shall have the following meanings: