Common use of Company’s Response Clause in Contracts

Company’s Response. On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date of receipt by the Company of such Conversion Notice, the Company shall (1) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(vi) is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share Certificate representing the number of Preferred Shares not converted.

Company’s Response. On or before Upon receipt by the first (1st) Trading Day following the date Company of receipt copy of a duly completed Conversion Notice, the Company shall transmit by facsimile an acknowledgment (I) as soon as practicable, but in any event within one (1) Trading Day, send, via facsimile, a notice of confirmation, in the form attached hereto as Exhibit II, any dispute pursuant to Section 2(c)(iii) below or a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On herein and (II) on or before the second third (2nd3rd) Trading Day following the date of receipt by the Company of such Conversion NoticeNotice (the "Share Delivery Date"), the Company shall (1) provided that the Transfer Agent is participating in DTC The Depository Trust Company ("DTC") Fast Automated Securities Transfer ProgramProgram and the Conversion Shares are subject to an effective resale registration statement in favor of the Holder or, if converted at a time when Rule 144 would be available for immediate resale of the Conversion Shares by such Holder, credit such aggregate number of shares of Common Stock to which such the Holder shall be entitled to such the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Withdrawal at At Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or the Conversion Shares are not subject to an effective resale registration statement in favor of such Holder and Rule 144 is not available for immediate resale of the Conversion Shares by such Holder, issue and deliver (via reputable overnight courier) to the address as specified in such the Conversion Notice, a certificate, registered in the name of such the Holder or its designee, for the number of shares of Common Stock to which such the Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Stock Certificate(s) submitted for conversion conversion, as may be required pursuant to Section 4(c)(vi) 2(c)(vii), is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holdershall, as soon as practicable and in no event later than three (3) Trading Business Days after receipt of the Preferred Share Stock Certificate(s) (the "Preferred Stock Delivery Date") and at its own expense, issue and deliver to such the Holder (or its designee) a new Preferred Share Stock Certificate representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

Company’s Response. On or before Upon receipt by the first (1st) Trading Day following Company of copy of the date of receipt later of a Conversion NoticeNotice and the original Note, the Company shall transmit by facsimile an acknowledgment of confirmation(I) as soon as practicable, but in the form attached hereto as Exhibit IIany event within two (2) Trading Days, send, via facsimile, a confirmation of receipt of such Conversion Notice to such Holder Purchaser and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On herein and (II) on or before the second third (2nd3rd) Trading Day following the date of receipt by the Company of the later of such Conversion NoticeNotice and the original Note (the “Share Delivery Date”), the Company shall (1A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer ProgramProgram and the Registration Statement (as defined in the Registration Rights Agreement) upon which the Common Shares issuable upon conversion of the Notes has been declared effective by the SEC, credit such aggregate number of shares of Common Stock Shares to which such Holder the Purchaser shall be entitled to such Holderthe Purchaser’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (2B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such the Conversion Notice, a certificate, registered in the name of such Holder the Purchaser or its designee, for the number of shares of Common Stock Shares to which such Holder the Purchaser shall be entitled. If the number aggregate principal amount of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(vi) Note that is greater being converted in accordance with the Conversion Note is less than the number that aggregate principal amount of Preferred Shares such Note being converted, then the Company shall if requested by such Holdershall, as soon as practicable and in no event later than three (3) Trading Business Days after receipt of the Preferred Share Certificate(soriginal Note (the “Note Delivery Date”) and at its own expense, issue and deliver to such Holder (or its designee) the Purchaser a new Preferred Share Certificate Note representing the number aggregate principal amount of Preferred Shares the Note not converted.

Company’s Response. On or before Upon receipt by the first (1st) Trading Day following the date Company of receipt copy of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation(I) as soon as practicable, but in the form attached hereto as Exhibit IIany event within two (2) Trading Days, send, via facsimile, a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On herein and (II) on or before the second third (2nd3rd) Trading Day following the date of receipt by the Company of such Conversion NoticeNotice (the “Share Delivery Date”), the Company shall (1A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such the Holder shall be entitled to such the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (2B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such the Conversion Notice, a certificate, registered in the name of such the Holder or its designee, for the number of shares of Common Stock to which such the Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Stock Certificate(s) submitted for conversion conversion, as may be required pursuant to Section 4(c)(vi) 2(d)(viii), is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holdershall, as soon as practicable and in no event later than three (3) Trading Business Days after receipt of the Preferred Share Stock Certificate(s) (the “Preferred Stock Delivery Date”) and at its own expense, issue and deliver to such the Holder (or its designee) a new Preferred Share Stock Certificate representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

Company’s Response. On or before Upon receipt by the first (1st) Trading Day following the date Company of receipt copy of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation(I) as soon as practicable, but in the form attached hereto as Exhibit IIany event within two (2) Trading Days, send, via facsimile, a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On herein and (II) on or before the second third (2nd3rd) Trading Day following the date of receipt by the Company of such Conversion NoticeNotice (the "Share Delivery Date"), the Company shall (1A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such the Holder shall be entitled to such the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (2B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such the Conversion Notice, a certificate, registered in the name of such the Holder or its designee, for the number of shares of Common Stock to which such the Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Stock Certificate(s) submitted for conversion conversion, as may be required pursuant to Section 4(c)(vi) 2(d)(viii), is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holdershall, as soon as practicable and in no event later than three (3) Trading Business Days after receipt of the Preferred Share Stock Certificate(s) (the "Preferred Stock Delivery Date") and at its own expense, issue and deliver to such the Holder (or its designee) a new Preferred Share Stock Certificate representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

Company’s Response. On or before Upon receipt by the first (1st) Trading Day following the date Company of receipt copy of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation(I) as soon as practicable, but in the form attached hereto as Exhibit IIany event within one (1) Business Day, send, via facsimile, a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On herein and (II) on or before the second third (2nd3rd) Trading Day following the date of receipt by the Company of such Conversion Notice, (the Company shall "SHARE DELIVERY DATE"), (1A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such the Holder shall be entitled to such the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (2B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such the Conversion Notice, a certificate, registered in the name of such the Holder or its designee, for the number of shares of Common Stock to which such the Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Stock Certificate(s) submitted for conversion conversion, as may be required pursuant to Section 4(c)(vi) 2(d)(viii), is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holdershall, as soon as practicable and in no event later than three (3) Trading Business Days after receipt of the Preferred Share Stock Certificate(s) (the "PREFERRED STOCK DELIVERY DATE") and at its own expense, issue and deliver to such the Holder (or its designee) a new Preferred Share Stock Certificate representing the number of Preferred Shares not converted.

Company’s Response. On or before In the first event of (1stI) Trading Day following an Automatic Conversion, on an Automatic Conversion Date and/or (II) a Default Conversion, upon receipt by the date Borrower of receipt copy of a Conversion Notice, the Company Borrower shall transmit by facsimile an acknowledgment of confirmation, (A) in the form attached hereto event of a Default Conversion, as Exhibit IIsoon as practicable, but in any event within one (1) Business Day, send, via facsimile, a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agentholder; (B) process an Automatic Conversion or Default Conversion, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice as applicable, in accordance with the terms herein. On herein and (C) on or before the second (2nd) Trading Business Day following the Automatic Conversion Date or the date of receipt by the Company Borrower of such Conversion Notice, as applicable (the Company "SHARE DELIVERY DATE"), the Borrower shall (1) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address of the Holder as specified set forth in such Conversion Noticethe Note Purchase Agreement, a certificate, registered in the name of such the Holder or its designee, for the number of shares of Company Common Stock to which such the Holder shall be entitled. If In the number event of Preferred Shares represented by a Default Conversion and the Preferred Share Certificate(s) specified principal amount submitted for conversion pursuant to Section 4(c)(vi) is greater less than the number then Outstanding Principal Amount of Preferred Shares being convertedthis Note, then the Company shall if requested by such HolderBorrower shall, as soon as practicable and in no event later than three (3) Trading Business Days after receipt of the Preferred Share Certificate(sNote (the "NOTE DELIVERY DATE") and at its own expense, issue and deliver to such Holder (or its designee) the holder a new Preferred Share Certificate Note representing the number of Preferred Shares Outstanding Principal Amount not converted. The effective date of conversion (the "CONVERSION DATE") shall be deemed to be, in the case of an Automatic Conversion, the Automatic Conversion Date and in the case of a Default Conversion, the date on which the Borrower receives by facsimile the Conversion Notice, and the person or persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Company Common Stock on such date. Upon surrender of a Note that is converted in part, the Borrower shall authenticate for the holder a new Note equal in principal amount to the unconverted portion of the Note surrendered. If this Note is converted in part, the remaining portion of this Note not so converted shall remain entitled to the conversion rights provided herein. Notwithstanding anything to the contrary expressed or implied herein or in the Note Purchase Agreement, in the event that an Automatic Conversion Date occurs, or a Conversion Notice is given in accordance herewith, on or prior to the 30-day prepayment notice period referred to Section 3.1(a) of the Note Purchase Agreement expires, then, in such event, the Borrower shall not be entitled to prepay this Note and the Holder shall be entitled to convert this Note, in whole or in part, as stated in such Conversion Notice in the event of a Default Conversion and as set forth in Section 2.6 of the Note Purchase Agreement in the event of an Automatic Conversion.

Company’s Response. On Upon receipt or before deemed receipt by the first (1st) Trading Day following the date Company of receipt a copy of a Conversion Notice, the Company (I) shall transmit by facsimile an acknowledgment of confirmationpromptly send, in the form attached hereto as Exhibit IIvia facsimile, a confirmation of receipt of such Conversion Notice to such the Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On , and (II) on or before the second third (2nd3rd) Trading Business Day following the date of receipt or deemed receipt by the Company of such Conversion NoticeNotice (or, if earlier, the Company shall end of the standard settlement period for U.S. broker-dealer securities transactions) (1) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program“Share Delivery Date”), credit such aggregate number of shares of Common Stock Conversion Shares to which such the Holder shall be entitled to such the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares of Common Stock Conversion Shares to which such the Holder shall be entitled. If notwithstanding the number provisions of Preferred Shares Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion and the Principal represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(vi) this Note is greater than the number of Preferred Shares Principal being converted, then the Company shall if requested by such Holdershall, as soon as practicable and in no event later than three (3) Trading Business Days after receipt of this Note (the Preferred Share Certificate(s“Note Delivery Date”) and at its own expense, issue and deliver to such the Holder (or its designee) a new Preferred Share Certificate Note representing the number of Preferred Shares Principal not convertedconverted and cancel this Note.

Company’s Response. On Upon receipt or before deemed receipt by the first (1st) Trading Day following Company of a copy of a Conversion Notice or upon the date of receipt of a Required Conversion NoticeNotice (as defined below), as applicable, the Company (I) shall transmit by facsimile an acknowledgment of confirmationas soon as practicable send, in the form attached hereto as Exhibit IIvia facsimile, a confirmation of receipt of such Conversion Notice to such the Holder and the Company’s designated transfer agent (the “Transfer Agent”), if applicable, which confirmation shall constitute an instruction to the any such Transfer Agent to process such Conversion Notice or Required Conversion Notice in accordance with the terms herein. On herein and (II) (A) in the case of a conversion prior to an IPO Event, on or before the second fifthteenth (2nd15th) Trading Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice, and (B) in the case of a conversion after an IPO Event, on or before the third (3rd) Business Day following the date of receipt or deemed receipt by the Company shall of such Conversion Notice or the date of the Required Conversion Notice, as the case may be (1) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program“Share Delivery Date”), issue and deliver (via reputable overnight courier) to the address as specified in such the Conversion NoticeNotice or otherwise specified by the Holder, a stock certificate, registered in the name of such the Holder or its designee, for the number of shares of Common Stock Conversion Shares to which such the Holder shall be entitled. If this Note is submitted for conversion, as may be required by Section 2(c)(vi), and the number of Preferred Shares Principal represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(vi) this Note is greater than the number of Preferred Shares Principal being converted, then the Company shall if requested by such Holdershall, as soon as practicable and in no event later than (1) in the case of a conversion prior to an IPO Event, fifteen (15) Business Days after receipt of this Note, or (2), in the case of a conversion after an IPO Event, three (3) Trading Business Days after receipt of (the Preferred Share Certificate(s“Note Delivery Date”) and at its own expense, issue and deliver to such the Holder (or its designee) a new Preferred Share Certificate Note representing the number of Preferred Shares Principal not convertedconverted and cancel this Note.

Company’s Response. On or before Upon receipt by the first (1st) Trading Day following the date of receipt Company of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation(A) promptly, and in the form attached hereto as Exhibit IIno event later than one business day after receipt, immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On , and (B) on or before the second (2nd) Trading Business Day following the date of receipt by the Company of such Conversion Notice, Notice (the Company shall "SHARE DELIVERY DATE"): (1i) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such the Conversion Notice, a certificate, registered in the name of such the Holder or its designee, for the number of shares of Common Stock to which such the Holder shall be entitled. If , or (ii) provided the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Preferred Shares represented by shares of Common Stock to which the Preferred Share Certificate(s) Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system. Subject to Section 2(d)(vi), if less than all of the Conversion Amount of this Note is submitted for conversion pursuant to Section 4(c)(vi) is greater than the number of Preferred Shares being convertedconversion, then the Company shall if requested by such Holdershall, as soon as practicable and in no event later than three (3) Trading Business Days after receipt of the Preferred Share Certificate(sNote (the "NOTE DELIVERY DATE") and at its own expense, issue and deliver to such the Holder (or its designee) a new Preferred Share Certificate representing Note for the number of Preferred Shares outstanding principal amount not converted.

Company’s Response. On or before Upon receipt by the first (1st) Trading Day following the date Company of receipt a copy ------------------ of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment as soon as practicable, but in no event later than one (1) Trading Day after receipt of confirmationsuch Conversion Notice, send, via facsimile, a confirmation of receipt of such Conversion Notice in the form attached hereto as Exhibit II, II (a "Company Confirmation of receipt of such Conversion Notice Notice") to such the Holder and the Transfer Agent, which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before Upon receipt by the second Transfer Agent of a copy of the executed Conversion Notice and a copy of the applicable Company Confirmation of Conversion Notice, the Transfer Agent shall, on the first (2nd1st) Trading Day following the date of receipt by of the Company Confirmation of such Conversion Notice, the Company shall (1A) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable surrender to a common carrier for overnight courier) delivery to the address as specified in such the Conversion Notice, a certificate, registered in the name of such the Holder or its designee, for the number of shares of Common Stock to which such the Holder shall be entitled. If entitled or (B) provided the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Preferred Shares represented by shares of Common Stock to which the Preferred Share Certificate(s) Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system. Subject to Section 2(e)(vi), if less than the principal amount of this Equity Purchase Agreement is submitted for conversion pursuant to Section 4(c)(vi) is greater than the number of Preferred Shares being convertedconversion, then the Company shall if requested by such Holdershall, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) Equity Purchase Agreement and at its own expense, issue and deliver to such the Holder (or its designee) a new Preferred Share Certificate Equity Purchase Agreement representing the number of Preferred Shares outstanding principal amount not converted.

Company’s Response. On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Company’s Transfer Agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date of receipt by the Company of such Conversion Notice, the Company shall (1) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(vi4(a)(vi) is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share Certificate representing the number of Preferred Shares not converted.

Company’s Response. On Upon receipt or before deemed receipt by the first (1st) Trading Day following the date Company of receipt a copy of a Conversion Notice, the Company (I) shall transmit by facsimile an acknowledgment of confirmationimmediately send, in the form attached hereto as Exhibit IIvia facsimile, a confirmation of receipt of such Conversion Notice to such the Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On herein and (II) on or before the second (2nd) Trading Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice, Notice (the Company shall “Share Delivery Date”) (1A) provided that the Transfer Agent is participating in DTC The Depository Trust Company (“DTC”) Fast Automated Securities Transfer ProgramProgram and provided that the Holder is eligible to receive Shares through DTC, credit such aggregate number of shares of Common Stock Conversion Shares to which such the Holder shall be entitled to such the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (2B) if the Transfer Agent is foregoing shall not participating in the DTC Fast Automated Securities Transfer Programapply, issue and deliver (via reputable overnight courier) to the address as specified in such the Conversion Notice, a stock certificate, registered in the name of such the Holder or its designee, for the number of shares of Common Stock Conversion Shares to which such the Holder shall be entitled. If notwithstanding the number provisions of Preferred Shares Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion and the Principal represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(vi) this Note is greater than the number of Preferred Shares Principal being converted, then the Company shall if requested by such Holdershall, as soon as practicable and in no event later than three (3) Trading Business Days after receipt of this Note (the Preferred Share Certificate(s“Note Delivery Date”) and at its own expense, issue and deliver to such the Holder (or its designee) a new Preferred Share Certificate Note representing the number Principal not converted and cancel this Note. The Conversion Shares will be freely transferable and will not contain a legend restricting the resale or transferability of Preferred the Conversion Shares not convertedif the Unrestricted Conditions (as defined below) are met.

Company’s Response. On Upon receipt by the Company of a copy of a Purchase Notice, the Company shall as soon as practicable, but in no event later than one (1) Trading Day after receipt of such Purchase Notice, send via facsimile (or before otherwise deliver), a confirmation of receipt of such Purchase Notice in the form attached hereto as Exhibit II (a "COMPANY CONFIRMATION OF PURCHASE NOTICE") to (1) the Buyer and (2) along with a copy of the Purchase Notice, the Company's designated transfer agent (the "TRANSFER AGENT"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Purchase Notice in accordance with the terms herein. Upon receipt by the Transfer Agent of a copy of the executed Purchase Notice and a copy of the applicable Company Confirmation of Purchase Notice, the Transfer Agent shall, on the first (1st) Trading Day following the date of receipt of a Conversion the Company Confirmation of Purchase Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice (A) use its best efforts to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date of receipt by the Company of such Conversion Notice, the Company shall (1) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable surrender to a common carrier for overnight courier) delivery to the address as specified in such Conversion the Purchase Notice, a certificate, registered in the name of such Holder the Buyer or its designee, for the number of shares of Common Stock to which such Holder the Buyer shall be entitled. If entitled or (B) provided the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Buyer, credit such aggregate number of Preferred Shares represented by shares of Common Stock to which the Preferred Share Certificate(s) submitted for conversion pursuant Buyer shall be entitled to Section 4(c)(vi) is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (Buyer's or its designee) a new Preferred Share Certificate representing the number of Preferred Shares not converted's balance account with DTC through its Deposit Withdrawal Agent Commission system.

Company’s Response. On Upon receipt by the Company of a copy of a Purchase Notice, the Company shall as soon as practicable, but in no event later than one (1) Trading Day after receipt of such Purchase Notice, send via facsimile (or before otherwise deliver), a confirmation of receipt of such Purchase Notice in the form attached hereto as Exhibit II (a "COMPANY CONFIRMATION OF PURCHASE NOTICE") to (1) the Holder and (2) along with a copy of the Purchase Notice, the Company's designated transfer agent (the "TRANSFER AGENT"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Purchase Notice in accordance with the terms herein. Upon receipt by the Transfer Agent of a copy of the executed Purchase Notice and a copy of the applicable Company Confirmation of Purchase Notice, the Transfer Agent shall, on the first (1st) Trading Day following the date of receipt of a Conversion the Company Confirmation of Purchase Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice (A) use its best efforts to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date of receipt by the Company of such Conversion Notice, the Company shall (1) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable surrender to a common carrier for overnight courier) delivery to the address as specified in such Conversion the Purchase Notice, a certificate, registered in the name of such the Holder or its designee, for the number of shares of Common Stock to which such the Holder shall be entitled. If entitled or (B) provided the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Preferred Shares represented by shares of Common Stock to which the Preferred Share Certificate(s) submitted for conversion pursuant Holder shall be entitled to Section 4(c)(vi) is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder ('s or its designee) a new Preferred Share Certificate representing the number of Preferred Shares not converted's balance account with DTC through its Deposit Withdrawal Agent Commission system.