Common use of Company’s Response Clause in Contracts

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly send, via electronic mail a confirmation of receipt of such Conversion Notice to 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, and (II) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Purchase Notice, the Company shall as soon as practicable, but in no event later than one (I1) shall promptly sendTrading Day after receipt of such Purchase Notice, send via electronic mail facsimile (or otherwise deliver), a confirmation of receipt of such Conversion Purchase Notice in the form attached hereto as Exhibit B (a "Company Confirmation of Purchase Notice") to (1) the Holder Buyer and (2) along with a copy of the Purchase Notice, the Company’s 's designated transfer agent (the “"Transfer Agent”"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion 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, and the Transfer Agent shall, on the first (II1st) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by of the Company Confirmation of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)Purchase Notice, (A) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company Company's (“"The DTC”") (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled to the Holder’s Buyer's or its designee’s 's balance account with The DTC through its Deposit/Deposit Withdrawal at At Custodian (“"DWAC”") system, or (B) if the foregoing shall Transfer Agent is not applyparticipating in The DTC Fast Automated Securities Transfer Program and DWAC system, issue and deliver surrender to a common carrier for overnight delivery to the address as specified in the Conversion Purchase Notice, a stock certificate, registered in the name of the Holder Buyer or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii), upon Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly immediately send, via facsimile or electronic mail mail, a confirmation of receipt of such Conversion Notice to 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, herein and (II) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlierin the case of Major Transaction Company Shares, within the end of the then standard settlement period for U.S. broker-dealer securities transactionsprovided in Section 3(d) (the “Share Delivery Date”), ; (A) provided that the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company (“DTC”) (which shall include any time at which Fast Automated Securities Transfer Program and provided that the Unrestricted Conditions (as defined below) are satisfied)Holder is eligible to receive Shares through DTC, credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a share or stock certificatecertificate (as the case may be), registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled. The If this Note is submitted for conversion, and the Principal represented by this Note is greater than the Principal being converted, then the Company shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of this Note (the “Note Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note representing the Principal not converted and cancel this Note. This Note and the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is are met.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Following receipt by the Company of a copy of a the Conversion NoticeNotice and, if applicable, the certificate(s) representing the converted Series A Convertible Preferred Stock, the Company (Ix) shall promptly send, via electronic mail send a confirmation of receipt of such Conversion Notice to the Holder applicable 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, and (IIy) shall use commercially reasonable efforts to, on or before the second (2nd) Business Day (and in any event on or before the fifth (5th) Business Day (such fifth (5th) Business Day, the “Conversion Delivery Deadline”) following the date of receipt or deemed receipt by the Company of Conversion Effective Date with respect to which such Conversion Notice (ornotice was delivered, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)as applicable, (A) provided that the Holder (or its designee) Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and provided that such holder is eligible to receive such Conversion Shares the Common Stock through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder such holder shall be entitled to the Holdersuch holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian (“DWAC”) Agent Commission system, or (B) if the foregoing clause (A) shall not apply, issue and deliver to the address as specified in the Conversion Notice, a share or stock certificatecertificate (as the case may be), registered in the name of the Holder such holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder such holder shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii)Upon (i) in the case of a Physical Note, upon receipt or deemed receipt by the Company of a copy Conversion Agent of a Conversion NoticeNotice and (ii) in the case of a Global Note, a Holder’s compliance with the requirements of clause (ii) of Section 14.02(a), the Company Conversion Agent (I) shall promptly (upon receipt of the statement of the Company contemplated in Section 14.02(d)) send, via electronic mail mail, a confirmation of receipt of such Conversion Notice to the Holder converting its Note (which confirmation shall include the Company’s determination of the number of Excess Conversion Shares (if any) and any Cash Settlement Amount applicable to such Conversion Notice) and, if the Conversion Agent is not the Company’s designated transfer agent (the “Transfer Agent”), the Company shall send such statement to the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (II) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end last day of the then standard settlement period for U.S. broker-dealer securities transactionsStandard Settlement Period), or in the case of clause (B) of this paragraph, on or before the third (3rd) Trading Day, following the Conversion Date (as applicable the “Conversion Share Delivery Date”), (A) provided the that such Holder (or its designee) designee is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) DTC (which shall include any time at which any of the Unrestricted Conditions (as defined below) are is satisfied)) and such Holder has taken such actions as may be required by DTC, credit such aggregate number of Conversion Shares to which the such Holder shall be entitled to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the such Holder or its designee, in each case, for the number of Conversion Shares to which the such Holder shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or be subject to stop transfer or similar instructions) restricting the resale or transferability of the Conversion Shares thereof if any of the Unrestricted Conditions (as defined below) is met. The Conversion Agent shall notify the Company (and if the Trustee is not the Conversion Agent, the Trustee) of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Purchase Notice, the Company shall as soon as practicable, but in no event later than one (I1) shall promptly sendTrading Day after receipt of such Purchase Notice, send via electronic mail facsimile (or otherwise deliver), a confirmation of receipt of such Conversion Purchase Notice in the form attached hereto as Exhibit B (a "Company Confirmation of Purchase Notice") to (1) the Holder Buyer and (2) along with a copy of the Purchase Notice, the Company’s 's designated transfer agent (the “"Transfer Agent”"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion 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, and the Transfer Agent shall, on the first (II1st) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by of the Company Confirmation of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)Purchase Notice, (A) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company Company's (“"The DTC”") (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled to the Holder’s Buyer's or its designee’s 's balance account with The DTC through its Deposit/Deposit Withdrawal at At Custodian (“"DWAC”") system, or (B) if the foregoing shall Transfer Agent is not applyparticipating in The DTC Fast Automated Securities Transfer Program and DWAC system, issue and deliver surrender to a common carrier for overnight delivery to the address as specified in the Conversion Purchase Notice, a stock certificate, registered in the name of the Holder or its designee, in each caseBuyer, for the number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Purchase Notice, the Company shall as soon as practicable, but in no event later than one (I1) shall promptly sendTrading Day after receipt of such Purchase Notice, send via electronic mail facsimile (or otherwise deliver), a confirmation of receipt of such Conversion Purchase Notice in the form attached hereto as EXHIBIT B (a "Company Confirmation of Purchase Notice") to (1) the Holder Buyer and (2) along with a copy of the Purchase Notice, the Company’s 's designated transfer agent (the “"Transfer Agent”"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion 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, and the Transfer Agent shall, on the first (II1st) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by of the Company Confirmation of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)Purchase Notice, (A) provided the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company Company's (“"The DTC”") (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied)Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled to the Holder’s Buyer's or its designee’s 's balance account with The DTC through its Deposit/Deposit Withdrawal at At Custodian (“"DWAC”") system, or (B) if the foregoing shall Transfer Agent is not applyparticipating in The DTC Fast Automated Securities Transfer Program and DWAC system, issue and deliver surrender to a common carrier for overnight delivery to the address as specified in the Conversion Purchase Notice, a stock certificate, registered in the name of the Holder Buyer or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii), upon Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly immediately, but in no event later than 8:00 a.m. New York City time on the immediately following day, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to 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, and (II) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-broker dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit/Withdrawal at At Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled. The If notwithstanding the provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion and the Principal represented by this Note is greater than the Principal being converted, then the Company shall, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note (the “Note Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note representing the Principal not converted and cancel this Note. Provided the Holder is not an Affiliate of the Company on the Conversion Date and has not been an Affiliate of the Company within the three-month period immediately preceding the Conversion Date (the “Unrestricted Condition”), the Conversion Shares will be free-trading, and freely transferable, without restriction or limitation (including any volume limitation) under Federal or state securities laws, pursuant to Rule 144 under the Securities Act and will not contain or be subject to a legend (or stop transfer instructions) order restricting the resale or transferability of thereof. Absent notice to the contrary from the Holder, the Company shall assume, and Holder shall be deemed to have represented to the Company as of the Conversion Shares if any Date, that the Holder is not an Affiliate of the Company and has not been an Affiliate of the Company within the previous three-month period (and that, accordingly, the Unrestricted Conditions (as defined below) is metCondition has been satisfied on such Conversion Date).

Company’s Response. Subject to Section 3(g)(ii)In the event of (I) an Automatic Conversion, on an Automatic Conversion Date and/or (II) a Default Conversion, upon receipt or deemed receipt by the Company Borrower of a copy of a Conversion Notice, the Company Borrower shall (IA) shall promptly in the event of a Default Conversion, as soon as practicable, but in any event within one (1) Business Day, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent such holder; (the “Transfer Agent”)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, herein and (IIC) on or before the second (2nd) Business Day following the Automatic Conversion Date or the date of receipt or deemed receipt by the Company Borrower of such Conversion Notice Notice, as applicable (or, if earlierthe "SHARE DELIVERY DATE"), the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which Borrower shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address of the Holder as specified set forth in the Conversion NoticeNote Purchase Agreement, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Company Common Stock to which the Holder shall be entitled. In the event of a Default Conversion and the specified principal amount submitted for conversion is less than the then Outstanding Principal Amount of this Note, then the Borrower shall, as soon as practicable and in no event later than three Business Days after receipt of the Note (the "NOTE DELIVERY DATE") and at its own expense, issue and deliver to the holder a new Note representing the 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 Shares will be free-tradingDate and in the case of a Default Conversion, the date on which the Borrower receives by facsimile the Conversion Notice, and freely transferablethe 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, and will not contain the Borrower shall authenticate for the holder a legend (or stop transfer instructions) restricting new Note equal in principal amount to the resale or transferability 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 Shares if any 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 Unrestricted Conditions (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 defined below) is metstated 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. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Purchase Notice, the Company shall as soon as practicable, but in no event later than one (I1) shall promptly sendTrading Day after receipt of such Purchase Notice, send via electronic mail facsimile (or otherwise deliver), a confirmation of receipt of such Conversion Purchase Notice in the form attached hereto as Exhibit II (a "COMPANY CONFIRMATION OF PURCHASE NOTICE") to (1) the Holder Buyer and (2) along with a copy of the Purchase Notice, the Company’s 's designated transfer agent (the “Transfer Agent”"TRANSFER AGENT"), which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Conversion 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, and the Transfer Agent shall, on the first (II1st) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by of the Company Confirmation of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”)Purchase Notice, (A) provided the Holder (or use its designee) is eligible best efforts to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver surrender to a common carrier for overnight delivery to the address as specified in the Conversion Purchase Notice, a stock certificate, registered in the name of the Holder Buyer or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder Buyer shall be entitled. entitled or (B) provided the Transfer Agent is participating in The Conversion Shares will be free-tradingDepository Trust Company ("DTC") Fast Automated Securities Transfer Program, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting upon the resale or transferability request of the Conversion Shares if any Buyer, credit such aggregate number of shares of Common Stock to which the Unrestricted Conditions (as defined below) is metBuyer shall be entitled to the Buyer's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system.

Company’s Response. Subject to Section 3(g)(ii), upon Upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly send, via electronic mail a confirmation of receipt of such Conversion Notice to 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, and (II) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit/Withdrawal at Custodian (“DWAC”) system, . For purposes of the receipt or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the deemed receipt of a Conversion Notice, a stock certificateif the Company receives such Conversion Notice after 5:00 p.m. New York City time, registered in it will be deemed to have received such Conversion Notice on the name next Business Day. For purposes of Rule 144 under the Holder or its designeeSecurities Act, in each case, for the number of any Conversion Shares issued to which the Holder shall be entitleddeemed to have been acquired by the Holder on the Agreement Date (the date this Note was originally issued). The Conversion Shares will be free-tradingissued upon any conversion of this Note, and freely transferable, and will not contain or be subject to a legend (or stop transfer instructions) order restricting the resale or transferability of the Conversion Shares if thereof or otherwise be subject to any restriction on transfer imposed by or on behalf of the Unrestricted Conditions Transfer Agent or the Company (except as defined belowexpressly provided in Section 2(g) is metof this Note).

Company’s Response. Subject to Section 3(g)(ii), upon receipt or deemed Upon receipt by the Company of a copy of a Conversion Notice, the Company shall (IA) shall promptly as soon as practicable, but in any event within two (2) Business Days, send, via electronic mail facsimile, a confirmation of receipt of such Conversion Notice to 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, herein and (IIB) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “"Share Delivery Date”"), (Ax) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled, or (y) 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 shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system. If the specified principal amount submitted for conversion, as may be required pursuant to Section 5(e), is less than the then Outstanding Principal Amount of this Debenture, then the Company shall, as soon as practicable and in no event later than three Business Days after receipt of the Debenture (the "Debenture Delivery Date") and at its own expense, issue and deliver to the Holder a new Debenture representing the Outstanding Principal Amount not converted. The effective date of conversion (the "Conversion Shares will Date") shall be free-tradingdeemed to be the date on which the Company receives by facsimile the Conversion Notice, and freely transferable, and will not contain a legend (the Person or stop transfer instructions) restricting Persons entitled to receive the resale shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or transferability holders of the Conversion Shares if any such shares of the Unrestricted Conditions (as defined below) is metCommon Stock on such date.

Company’s Response. Subject to Section 3(g)(ii2(g)(ii), upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly send, via electronic mail a confirmation of receipt of such Conversion Notice to 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, and (II) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) DTC (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

Company’s Response. Subject to Section 3(g)(ii), upon Upon receipt or deemed receipt by the Company of a an unsigned copy of a Conversion Notice, the Company (IA) shall (1) promptly forward the Conversion Notice to Xxxxxxxxx XX or such other counsel as shall have been designated by the Company for these purposes upon at least 30 days’ written notice to the Lenders, (2) cause Xxxxxxxxx XX or such other counsel to confirm the receipt of the Conversion Notice and further cause Xxxxxxxxx XX or such other counsel to (and Xxxxxxxxx XX or such other counsel is hereby authorized by the Holder to) attach a manually signed signature page of the Holder thereto and deliver the completed manually signed Conversion Notice to the Conversion Agent (provided that the Holder shall have provided manually signed signature pages to Xxxxxxxxx XX or such other counsel prior thereto) and (3) cause the Conversion Agent to thereafter confirm the receipt of the Conversion Notice and the declaration of set-off contained therein, (B) shall promptly send, via electronic mail email, a confirmation of receipt of such Conversion Notice to 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 further process, with the assistance of the Conversion Agent, where necessary, such Conversion Notice in accordance with the terms herein, herein and (IIC) (1) in the case of a conversion at a time when the Conversion Shares are required to bear a restrictive legend pursuant to Section 2(d), on or before the second fifth (2nd5th) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) Date (the “Share Restricted Voluntary Conversion Delivery DateDeadline”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled, and (2) in the case of a conversion at a time when the Conversion Shares are not required to bear a restrictive legend pursuant to Section 2(d), on or before the second (2nd) Business Day (or, if earlier, the last day of the Standard Settlement Period) following the Conversion Date (the “Unrestricted Voluntary Conversion Delivery Deadline”), cause the Transfer Agent to credit the aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through DTC’s Deposit/Withdrawal at Custodian (DWAC) system. The In the case of a Forced Conversion, clause (2) of the immediately preceding sentence shall apply, except that the applicable deadline for purposes of the immediately preceding sentence shall be measured from the date of the Company’s delivery of the Forced Conversion Notice (such delivery deadline for a Forced Conversion, the Restricted Voluntary Conversion Delivery Deadline or the Unrestricted Voluntary Conversion Delivery Deadline, as applicable, being referred to as the “Share Delivery Date”). If, notwithstanding the provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion and the Principal represented by this Note is greater than the Principal being converted, then the Company shall, as soon as practicable and in no event later than (1) in the case of a conversion at a time when the Conversion Shares are required to bear a restrictive legend pursuant to Section 2(d), five (5) Business Days after receipt of this Note, or (2), in the case of a conversion at a time when the Conversion Shares are not required to bear a restrictive legend pursuant to Section 2(d), two (2) Trading Days (the “Note Delivery Date”), and at its own expense, issue and deliver to the Holder a new Note representing the Principal not converted and cancel this Note. Subject, in the case of this Note, to Section 9.4 of the Facility Agreement, this Note and the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.are met with respect thereto. 118

Company’s Response. Subject to Section 3(g)(ii), upon Not later than the first (1st) Trading Day following the date of receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly sendtransmit by email an acknowledgment of confirmation, via electronic mail a confirmation in the form attached hereto as Exhibit B, of receipt of such Conversion Notice to the such 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, and (II) on . On or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Required Delivery Date”), the Company shall (A1) provided that the Holder (or its designee) Transfer Agent is eligible to receive such Conversion Shares through participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (which the Company shall include any time cause the Transfer Agent to do at which Holder’s request) and provided the Unrestricted Conditions (as defined belowlegends would be eligible to be removed from such shares of Common Stock pursuant to Section 5(d) are satisfied)of the Securities Purchase Agreement, upon the request of the Holder, credit such aggregate number of Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit/ Withdrawal at Custodian (“DWAC”) system, or (B2) if the foregoing shall Transfer Agent is not applyparticipating in the DTC Fast Automated Securities Transfer Program or the legends would not be eligible to be removed from such shares of Common Stock pursuant to Section 5(d) of the Securities Purchase Agreement, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Conversion Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Conversion Notice, a stock certificate, registered in the Company’s share register in the name of the Holder or its designee, designee (as indicated in each casethe applicable Conversion Notice), for the number of Conversion Shares to which the Holder shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is metentitled pursuant to such conversion.