Common use of At the Option of the Company Clause in Contracts

At the Option of the Company. If (i) at any time commencing after the Mandatory Conversion Commencement Date, the Closing Price is 250% greater than the Conversion Price (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction) then in effect for at least forty-five (45) consecutive Trading Days (including, without limitation, during the entire thirty-five (35) Trading Day period covered by the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until the Conversion Date applicable to such Mandatory Conversion)(the “Mandatory Conversion Measuring Period”) and (ii) the Equity Conditions are satisfied for each day of such Mandatory Conversion Measuring Period and continue to be satisfied for each day through and including the Conversion Date, then the Company may elect, subject to the terms and conditions set forth herein, to require the Holder to convert (a “Mandatory Conversion”) a portion of the outstanding Principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Shares by delivering an irrevocable written notice of such election to the Holder (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day in the relevant period for the condition set forth in Section 6(b)(i) to be satisfied. The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); (iii) the number of Common Shares to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); and (iv) that the Mandatory Conversion conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b)) have been satisfied at all times during each day of the Mandatory Conversion Measuring Period through and including the delivery of the Mandatory Conversion Notice. The Principal amount of this Note and accrued but unpaid interest convertible as provided in this Section 6(b) shall be limited (y) to a number of Common Shares equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (z) by Section 6(c). The tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice (or such later date specified in the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Conversion Date, and as a condition to the Company’s right to effect the Mandatory Conversion, the Company shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit); and (3) the number of Common Shares to be issued to the Holder (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii)); provided, that, if the Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, deliver to the Holder a notice of such failure and that the Mandatory Conversion shall not occur, unless the Holder, in its sole discretion, elects to waive such failure in writing, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 6(b). Notwithstanding anything contained herein to the contrary, the Company may effect only one (1) Mandatory Conversion during any ninety (90) consecutive Trading Days. If the Holder delivers any Conversion Notice following its receipt of the Mandatory Conversion Notice and prior to the Conversion Date applicable to such Mandatory Conversion, the Principal amount of the Note converted by the Holder as part of such Conversion Notice shall reduce the Principal amount of the Holder’s Note to be converted on the Conversion Date applicable to such Mandatory Conversion, unless the Holder elects otherwise in its Conversion Notice.

At the Option of the Company. If at any time (i) at any time commencing after the Mandatory Conversion Commencement Date, the Closing Price is 250VWAP exceeds 200% greater than of the Conversion Price (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction) then in effect for at least forty-five ninety (4590) consecutive Trading Days (including, without limitation, during the entire thirty-five such ninety (3590) consecutive Trading Day period covered by that commences after the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until first anniversary of the Conversion Date applicable to such Mandatory Conversion)(the Closing Date, the “Mandatory Conversion Measuring Period”) and the VWAP continues to exceed 200% of the Conversion Price for each Trading Day following the Mandatory Conversion Measuring Period through and including the Conversion Date, and (ii) the Equity Conditions are satisfied for each day of such Mandatory Conversion Measuring Period and continue to be satisfied for each day following the Mandatory Conversion Measuring Period through and including the Conversion Date, then the Company may elect, subject to the terms and conditions set forth herein, elect to require the Holder to convert (a “Mandatory Conversion”) a portion of the outstanding Principal principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Shares Stock by delivering an irrevocable written notice of such election to the Holder holders of the Notes within five (5) Trading Days following the end of such Mandatory Conversion Measuring Period (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price VWAP would need to be greater than $2.50 2.00 for each Trading Day in the relevant period for the condition set forth in Section 6(b)(i) to be satisfied. The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal principal amount and accrued but unpaid interest owing in respect of the Note Notes to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation)Conversion; (iii) the number of shares of Common Shares Stock to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculationhereof); and (iv) that the Mandatory Conversion conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b)Conditions) have been satisfied at all times during each day of the Mandatory Conversion Measuring Period and through and including the delivery of the Mandatory Conversion Notice. The Principal principal amount of this Note and accrued but unpaid interest the Notes convertible as provided in this Section 6(b) of the Notes shall be limited (y) to a number of shares of Common Shares Stock equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (zConversion. The principal amount of this Note convertible as provided in this Section 6(b) shall be limited by Section 6(c). The tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice (or such later date specified in the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Conversion Date, and as a condition to the Company’s right to effect the Mandatory Conversion, the Company shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer If any of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and conditions (including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) any of the first sentence of this Section 6(bEquity Conditions) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note do not continue to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit); and (3) the number of Common Shares to be issued to the Holder (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii)); provided, that, if the Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs satisfied after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, shall promptly deliver to the Holder holders of the Notes a notice of such failure and that each holder shall have the Mandatory Conversion shall not occur, unless the Holderright, in its sole discretion, elects to either (I) waive such failure in writingfailure, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 6(b), or (II) elect that the conversion of such holder’s Notes pursuant to the Mandatory Conversion not occur. Notwithstanding anything contained herein to the contraryforegoing, the Company may effect only one (1) Mandatory Conversion during any ninety one hundred fifty (90150) consecutive Trading Days. If the Holder delivers any a Conversion Notice following its receipt of the Mandatory Conversion Notice and prior to the Conversion Date applicable to such Mandatory Conversion, the Principal principal amount of the Note Notes converted by the Holder as part of such Conversion Notice shall reduce the Principal principal amount of the Holder’s Note to be converted on the Conversion Date applicable to such Mandatory Conversion, unless the Holder elects otherwise in its Conversion Notice. If the Company elects to cause a Mandatory Conversion of any portion of this Note pursuant to this Section 6(b), then it must simultaneously take the same action in the same proportion with respect to all other Notes. If the Company elects a Mandatory Conversion pursuant to Section 6(b) of the Notes with respect to less than the principal amount of all of the Notes then outstanding, then the Company shall require conversion of the Notes from each holder of the Notes in an amount equal to the product of (i) the aggregate principal amount of the Notes which the Company has elected to cause to be converted pursuant to Section 6(b) of the Notes, multiplied by (ii) a fraction, the numerator of which is the principal amount of such holder’s Note and the denominator of which is the principal amount of the Notes then outstanding.

At the Option of the Company. If (i) at At any time commencing after following the Mandatory Conversion Commencement Original Issue Date, upon delivery of a written notice to the Closing Price Holder (a "COMPANY PREPAYMENT NOTICE" and the date such notice is 250% greater than the Conversion Price (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction) then in effect for at least forty-five (45) consecutive Trading Days (including, without limitation, during the entire thirty-five (35) Trading Day period covered delivered by the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until Company, the Conversion Date applicable to such Mandatory Conversion)(the “Mandatory Conversion Measuring Period”) and (ii) the Equity Conditions are satisfied for each day of such Mandatory Conversion Measuring Period and continue to be satisfied for each day through and including the Conversion Date"COMPANY NOTICE DATE"), then the Company may elect, subject shall be entitled to the terms and conditions set forth herein, to require the Holder to convert (a “Mandatory Conversion”) a prepay all or any portion of the outstanding Principal principal amount (and of this Note plus any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Shares by delivering thereon for an irrevocable written notice of such election to the Holder (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day amount in the relevant period for the condition set forth in Section 6(b)(i) to be satisfied. The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); (iii) the number of Common Shares to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); and (iv) that the Mandatory Conversion conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b)) have been satisfied at all times during each day of the Mandatory Conversion Measuring Period through and including the delivery of the Mandatory Conversion Notice. The Principal amount of this Note and accrued but unpaid interest convertible as provided in this Section 6(b) shall be limited (y) to a number of Common Shares cash equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (z) by Section 6(c). The tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice (or such later date specified in the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Conversion Date, and as a condition to the Company’s right to effect the Mandatory Conversion, the Company shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit); and (3) the number of Common Shares to be issued to the Holder (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii)); provided, that, if the Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, deliver to the Holder a notice of such failure and that the Mandatory Conversion shall not occur, unless the Holder, in its sole discretion, elects to waive such failure in writing, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 6(b)Prepayment Price. Notwithstanding anything contained herein to the contrary, the Company shall only be entitled to deliver a Company Prepayment Notice pursuant to the terms hereof if the Equity Conditions are satisfied with respect to all shares of Common Stock issuable pursuant to the Transaction Documents on the Company Notice Date. If any of the Equity Conditions shall cease to be in effect during the period between the Company Notice Date and the date the Company Prepayment Price is paid in full, then the Holder subject to such prepayment may effect only one elect, by written notice to the Company given at any time after any of the Equity Conditions shall cease to be in effect, to invalidate AB INITIO such optional prepayment, notwithstanding anything herein contained to the contrary. The Holder may, within 5 Trading Days of its receipt of the Company Prepayment Notice, convert any portion of the outstanding principal amount of this Note and any accrued and unpaid interest thereon subject to a Company Prepayment Notice. Once delivered, the Company shall not be entitled to rescind a Company Prepayment Notice. (1ii) Mandatory Conversion during The Company Prepayment Price shall be due on the 5th Trading Day immediately following the Company Notice Date. Any such prepayment shall be free of any ninety claim of subordination. If any portion of the Company Prepayment Price shall not be timely paid by the Company, interest shall accrue thereon at the rate of 18% per annum (90or the maximum rate permitted by applicable law, whichever is less) consecutive Trading Daysuntil the Company Prepayment Price plus all such interest is paid in full, which payment shall constitute liquidated damages and not a penalty. In addition, if any portion of the Company Prepayment Price remains unpaid after such date, the Holder subject to such prepayment may elect by written notice to the Company to invalidate AB INITIO such Company Prepayment Notice with respect to the unpaid amount, notwithstanding anything herein contained to the contrary and no interest shall be owed to the Holder in respect thereof. If the Holder delivers makes such an election, the principal amount of this Note, together with the accrued and unpaid interest thereon shall be reinstated with respect to such unpaid amount and the Company shall no longer have any Conversion Notice following its receipt prepayment rights under this Section 8. (iii) Notwithstanding anything to the contrary herein, the Company may not elect a prepayment pursuant to Section 8(a)(i) unless the Company makes such prepayment election to all of the Mandatory Conversion Notice and prior Holders on a pro rata basis, based on such Holders then outstanding principal amount of Notes. (iv) At any time the Company shall prepay any amount due under this Note, the Company shall issue to the Conversion Date applicable to Holder warrants substantially in the same form as the Warrants, except the number of shares of Common Stock issuable upon the exercise of such Mandatory Conversion, warrants shall equal 50% of the Principal quotient of (1) the portion of the outstanding principal amount of the this Note converted prepaid by the Holder as part of such Company in accordance with this Section 8(a) and (2) the Conversion Notice shall reduce the Principal amount of the Holder’s Note to be converted Price on the Conversion Date applicable to such Mandatory Conversion, unless date the Holder elects otherwise in its Conversion Noticeprepayment shall take place.

At the Option of the Company. If (i) at any time commencing after the Mandatory Conversion Commencement Date, the Closing Price is 250% greater than the Conversion Price (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction) then in effect for at least forty-five (45) consecutive Trading Days (including, without limitation, during the entire thirty-five (35) Trading Day period covered by the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until the Conversion Date applicable to such Mandatory Conversion)(the “Mandatory Conversion Measuring Period”) and (ii) the Equity Conditions are satisfied for each day of such Mandatory Conversion Measuring Period and continue to be satisfied for each day through and including the Conversion Date, then the Company may elect, subject to the terms and conditions set forth herein, to require the Holder to convert (a “Mandatory Conversion”) a portion of the outstanding Principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Shares by delivering an irrevocable written notice of such election to the Holder (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day in the relevant period for the condition set forth in Section 6(b)(i8(b)(i) to be satisfied. The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c8(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); (iii) the number of Common Shares to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 6(c8(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); and (iv) that the Mandatory Conversion conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b8(b)) have been satisfied at all times during each day of the Mandatory Conversion Measuring Period through and including the delivery of the Mandatory Conversion Notice. The Principal amount of this Note and accrued but unpaid interest convertible as provided in this Section 6(b8(b) shall be limited (y) to a number of Common Shares equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (z) by Section 6(c8(c). The tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice (or such later date specified in the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Conversion Date, and as a condition to the Company’s right to effect the Mandatory Conversion, the Company shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b8(b) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c8(c) hereof and the Volume Limit); and (3) the number of Common Shares to be issued to the Holder (taking into account the limitations set forth in Section 6(c8(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii)); provided, that, if the Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, deliver to the Holder a notice of such failure and that the Mandatory Conversion shall not occur, unless the Holder, in its sole discretion, elects to waive such failure in writing, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 6(b8(b). Notwithstanding anything contained herein to the contrary, the Company may effect only one (1) Mandatory Conversion during any ninety (90) consecutive Trading Days. If the Holder delivers any Conversion Notice following its receipt of the Mandatory Conversion Notice and prior to the Conversion Date applicable to such Mandatory Conversion, the Principal amount of the Note converted by the Holder as part of such Conversion Notice shall reduce the Principal amount of the Holder’s Note to be converted on the Conversion Date applicable to such Mandatory Conversion, unless the Holder elects otherwise in its Conversion Notice.

At the Option of the Company. If (i) If the Market Price (as defined in Section 9) per share of the Common Stock is at any time commencing after the Mandatory Conversion Commencement Date, the Closing Price is 250% greater than least three hundred percent (300%) of the Conversion Price (subject to appropriate adjustments the “Trigger Price”) for any stock dividend, stock split, stock combination, reclassification or similar transaction) then in effect for at least forty-five thirty (4530) consecutive Trading Days trading days (including, without limitation, during the entire thirty-five (35) Trading Day period covered by the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until the Conversion Date applicable to such Mandatory Conversion)(the “Mandatory Conversion Measuring Trigger Price Period”) and (ii) the Equity Conditions at least 200,000 shares of Common Stock are satisfied for traded during each trading day of in such Mandatory Conversion Measuring Period and continue to be satisfied for each day through and including the Conversion DateTrigger Price Period, then the Company may elect, elect to have all of the then outstanding Series K Preferred Stock (subject to the terms and conditions set forth herein, to require the Holder to convert (a “Mandatory Conversion”) a portion of the outstanding Principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Shares by delivering an irrevocable written notice of such election to the Holder (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day in the relevant period for the condition limitation set forth in Section 6(b)(i5(e)) converted into that number of shares of Common Stock determined in accordance with Section 5(a)(i). (ii) Such election may be exercised by the Company only upon written notice to the holders of the Series K Preferred Stock delivered within ten (10) days of the end of the Trigger Price Period (the “Notice of Election”). The Notice of Election shall be given by the Company via registered or certified mail, return receipt requested, postage prepaid, or via a reputable overnight courier service guaranteeing next business day delivery, to each holder of record of the shares of Series K Preferred Stock at each holder’s address as the same appears on the stock register of the Company. Each such notice shall state: (A) the date fixed for the conversion, which shall be at least fifteen (15) days after the date of the Notice of Election, (B) the number of shares of Common Stock to be satisfied. The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day received upon surrender of such thirty-five holder’s certificates for the Series K Preferred Stock and (35C) consecutive Trading Day period (andthe place or places where holders are to surrender the certificates representing the shares of Series K Preferred Stock in order to receive in exchange the shares of Common Stock. If, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day periodpursuant to Section 5(e), the Company may not convert all of a holder’s Series K Preferred Stock, such holder shall deliver to the Mandatory Conversion Noticeplace or places where holders are to surrender their certificates, along with the certificate or certificates for such holder’s Series K Preferred Stock, a written notice setting forth the extent to which its Series K Preferred Stock is convertible (the “Notice of Limitation”). The Mandatory Conversion Notice shall state: (i) Upon the Conversion Date applicable to such Mandatory Conversiondate fixed for conversion, which each certificate representing shares of Series K Preferred Stock shall be no earlier than deemed to represent solely the tenth (10th) Trading Day after the delivery right to receive that number of shares of Common Stock into which such shares of Series K Preferred Stock have been converted upon surrender of such Mandatory Conversion Notice; (ii) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant certificate to the Mandatory Conversion Company (taking into account subject to the limitations limitation set forth in Section 6(c5(e) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculationpreceding sentence); . (iii) Notwithstanding the number of Common Shares to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory Conversion Notice (including the calculation detailing how the Company arrived at such calculation); and (iv) that the Mandatory Conversion conditions (including the Equity Conditions and the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b)) have been satisfied at all times during each day of the Mandatory Conversion Measuring Period through and including the delivery of the Mandatory Conversion Notice. The Principal amount of this Note and accrued but unpaid interest convertible as provided in this Section 6(b) shall be limited (y) to a number of Common Shares equal to the Volume Limit as of the Conversion Date applicable to such Mandatory Conversion and (z) by Section 6(c). The tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice (or such later date specified in the Mandatory Conversion Notice) will be the “Conversion Date” for such Mandatory Conversion. On the Conversion Date, and as a condition to the Company’s right to effect the Mandatory Conversion, the Company shall deliver to the Holder a certificate (the “Certificate”) signed by the Chief Financial Officer of the Company certifying (1) that, on each day during the Mandatory Conversion Measuring Period through and including the Conversion Date, the per Trading Day Closing Price condition set forth in clause (i) of the first sentence of this Section 6(b) and the Equity Conditions have been satisfied (collectively, the “Mandatory Conversion Conditions”), (2) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit); and (3) the number of Common Shares to be issued to the Holder (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) upon such Mandatory Conversion on the Conversion Date (and which Certificate shall include the calculation detailing how the Company arrived at its determination in clauses (ii) and (iii)); provided, that, if the Company is unable to deliver the Certificate (a “Mandatory Conversion Conditions Failure”) on the Conversion Date, the Certificate shall instead state, unless the Holder waives any such Mandatory Conversion Conditions, that the Mandatory Conversion Conditions have not been met, that the Mandatory Conversion Notice is revoked and null and void and that the Mandatory Conversion shall not occur; provided, further, that a failure by the Company to deliver the Certificate shall be deemed to be a Mandatory Conversion Conditions Failure. If a Mandatory Conversion Conditions Failure occurs after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, deliver to the Holder a notice of such failure and that the Mandatory Conversion shall not occur, unless the Holder, in its sole discretion, elects to waive such failure in writing, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 6(b). Notwithstanding anything contained herein to the contraryforegoing, the Company may effect only one (1not elect to have the outstanding Series K Preferred Stock converted pursuant to Section 5(b)(i) Mandatory Conversion during any ninety (90) consecutive Trading Days. If unless, at the Holder delivers any Conversion Notice following its receipt time of the Mandatory Conversion Notice of Election and prior to at the Conversion Date applicable to such Mandatory Conversiontime fixed for conversion, there is an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), registering, and a current prospectus available for, the Principal amount resale of the Note converted by the Holder as part shares of such Conversion Notice shall reduce the Principal amount Common Stock issuable upon conversion of the Holder’s Note to Series K Preferred Stock, or an exemption from registration under Rule 144 under the Securities Act would then be converted available without limitation on the Conversion Date applicable to such Mandatory Conversion, unless volume or manner of sale (the Holder elects otherwise in its Conversion Notice“Registration Condition”).