Common use of Company’s Response Clause in Contracts

Company’s Response. 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 otherwise deliver), a confirmation of receipt of such Purchase Notice in the form attached hereto as Exhibit B (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 the Company Confirmation of Purchase Notice, (A) provided the Transfer Agent is participating in The Depository Trust Company's ("The DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Buyer shall be entitled to the Buyer's or its designee's balance account with The DTC through its Deposit Withdrawal At Custodian ("DWAC") system, or (B) if the Transfer Agent is not participating in The DTC Fast Automated Securities Transfer Program and DWAC system, issue and surrender to a common carrier for overnight delivery to the address as specified in the Purchase Notice, a certificate, registered in the name of the Buyer or its designee, for the number of shares of Common Stock to which the Buyer shall be entitled.

Company’s Response. Upon Subject to Section 3(g)(ii), upon receipt or deemed receipt by the Company of a copy of a Purchase Conversion Notice, the Company (I) shall as soon as practicablepromptly send, but in no event later than one (1) Trading Day after receipt of such Purchase Notice, send via facsimile (or otherwise deliver), electronic mail a confirmation of receipt of such Purchase Conversion Notice in to the form attached hereto as Exhibit B (a "Company Confirmation of Purchase Notice") to (1) the Buyer Holder 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 Purchase Conversion Notice in accordance with the terms herein. Upon receipt by , and (II) on or before 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 second (1st2nd) Trading Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the Company Confirmation of Purchase Noticethen standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Transfer Agent Holder (or its designee) is participating in eligible to receive such Conversion Shares through The Depository Trust Company's Company ("The “DTC"”) Fast Automated Securities Transfer Program(which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of shares of Common Stock Conversion Shares to which the Buyer Holder shall be entitled to the Buyer's Holder’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 Transfer Agent is foregoing shall not participating in The DTC Fast Automated Securities Transfer Program and DWAC systemapply, issue and surrender to a common carrier for overnight delivery deliver to the address as specified in the Purchase Conversion Notice, a stock certificate, registered in the name of the Buyer Holder or its designee, in each case, for the number of shares of Common Stock Conversion Shares to which the Buyer 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. Upon receipt or deemed receipt by the Company of a copy of a Purchase Conversion Notice, the Company (I) shall as soon as practicableimmediately send, but in no event later than one (1) Trading Day after receipt of such Purchase Notice, send via facsimile (or otherwise deliver)electronic mail, a confirmation of receipt of such Purchase Conversion Notice in to the form attached hereto as Exhibit B (a "Company Confirmation of Purchase Notice") to (1) the Buyer Holder 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 Purchase Conversion Notice in accordance with the terms herein. Upon receipt by herein and (II) on or before 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 second (1st2nd) Trading Day following the date of receipt of or deemed receipt by the Company Confirmation of Purchase Noticesuch Conversion Notice or, in the case of Major Transaction Company Shares, within the period provided in Section 3(d) (the “Share Delivery Date”); (A) provided that the Transfer Agent is participating in The Depository Trust Company's Company ("The “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 the Buyer Holder shall be entitled to the Buyer's Holder’s or its designee's ’s balance account with The DTC through its Deposit Withdrawal At Custodian ("DWAC") Agent Commission system, or (B) if the Transfer Agent is foregoing shall not participating in The DTC Fast Automated Securities Transfer Program and DWAC systemapply, issue and surrender to a common carrier for overnight delivery deliver to the address as specified in the Purchase Conversion Notice, a certificateshare or stock certificate (as the case may be), registered in the name of the Buyer Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the Buyer Holder shall be entitled. 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 restricting the resale or transferability of the Conversion Shares if the Unrestricted Conditions (as defined below) are met.

Company’s Response. Upon (i) in the case of a Physical Note, receipt or deemed receipt by the Company Conversion Agent of a copy Conversion Notice and (ii) in the case of a Purchase NoticeGlobal Note, a Holder’s compliance with the requirements of clause (ii) of Section 14.02(a), the Company Conversion Agent (I) shall as soon as practicable, but in no event later than one promptly (1) Trading Day after upon receipt of such Purchase Noticethe statement of the Company contemplated in Section 14.02(d)) send, send via facsimile (or otherwise deliver)electronic mail, a confirmation of receipt of such Purchase Conversion Notice in to the form attached hereto as Exhibit B Holder converting its Note (a "Company Confirmation of Purchase Notice") to (1) which confirmation shall include the Buyer and (2) along with a copy Company’s determination of the Purchase 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 ’s designated transfer agent (the "“Transfer Agent"”), the Company shall send such statement to the Transfer Agent which confirmation shall constitute an irrevocable instruction to the Transfer Agent to process such Purchase Conversion Notice in accordance with the terms herein. Upon receipt by , and (II) on or before 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 second (1st2nd) Trading Day (or, if earlier, the last day of the Standard Settlement Period), or in the case of clause (B) of this paragraph, on or before the third (3rd) Trading Day, following the date of receipt of Conversion Date (as applicable the Company Confirmation of Purchase Notice“Conversion Share Delivery Date”), (A) provided that such Holder or its designee is eligible to receive such Conversion Shares through DTC (which shall include any time at which any of the Transfer Agent Unrestricted Conditions (as defined below) is participating in The Depository Trust Company's ("The satisfied) and such Holder has taken such actions as may be required by DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock Conversion Shares to which the Buyer such Holder shall be entitled to the Buyer's such Holder’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 Transfer Agent is foregoing shall not participating in The DTC Fast Automated Securities Transfer Program and DWAC systemapply, issue and surrender to a common carrier for overnight delivery deliver to the address as specified in the Purchase Conversion Notice, a stock certificate, registered in the name of the Buyer such Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the Buyer 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 thereof if any of the Unrestricted Conditions 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. Upon Following receipt by the Company of a copy of a Purchase Noticethe Conversion Notice and, if applicable, the certificate(s) representing the converted Series A Convertible Preferred Stock, the Company (x) shall as soon as practicable, but in no event later than one (1) Trading Day after receipt of such Purchase Notice, promptly send via facsimile (or otherwise deliver), a confirmation of receipt of such Purchase Conversion Notice in to the form attached hereto as Exhibit B (a "Company Confirmation of Purchase Notice") to (1) the Buyer applicable holder 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 Purchase Conversion Notice in accordance with the terms herein. Upon receipt by , and (y) shall use commercially reasonable efforts to, on or before the Transfer Agent of a copy of second (2nd) Business Day (and in any event on or before the executed Purchase Notice and a copy of the applicable Company Confirmation of Purchase Noticefifth (5th) Business Day (such fifth (5th) Business Day, the Transfer Agent shall, on the first (1st“Conversion Delivery Deadline”) Trading Day following the date of receipt of the Company Confirmation of Purchase NoticeConversion Effective Date with respect to which such notice was delivered, as applicable, (A) provided that the Transfer Agent is participating in The Depository Trust Company's ("The DTC") ’s Fast Automated Securities Transfer ProgramProgram and provided that such holder is eligible to receive the Common Stock through DTC, credit such aggregate number of shares of Common Stock to which the Buyer such holder shall be entitled to the Buyer's such holder’s or its designee's ’s balance account with The DTC through its Deposit Withdrawal At Custodian ("DWAC") Agent Commission system, or (B) if the Transfer Agent is foregoing clause (A) shall not participating in The DTC Fast Automated Securities Transfer Program and DWAC systemapply, issue and surrender to a common carrier for overnight delivery deliver to the address as specified in the Purchase Conversion Notice, a certificateshare or stock certificate (as the case may be), registered in the name of the Buyer such holder or its designee, for the number of shares of Common Stock to which the Buyer such holder shall be entitled.

Company’s Response. Upon Subject to Section 2(g)(ii), upon receipt or deemed receipt by the Company of a copy of a Purchase Conversion Notice, the Company (I) shall as soon as practicablepromptly send, but in no event later than one (1) Trading Day after receipt of such Purchase Notice, send via facsimile (or otherwise deliver), electronic mail a confirmation of receipt of such Purchase Conversion Notice in to the form attached hereto as Exhibit B (a "Company Confirmation of Purchase Notice") to (1) the Buyer Holder 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 Purchase Conversion Notice in accordance with the terms herein. Upon receipt by , and (II) on or before 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 second (1st2nd) Trading Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the Company Confirmation of Purchase Noticethen standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Transfer Agent Holder (or its designee) is participating in eligible to receive such Conversion Shares through The Depository Trust Company's Company ("The “DTC"”) Fast Automated Securities Transfer ProgramDTC (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of shares of Common Stock Conversion Shares to which the Buyer Holder shall be entitled to the Buyer's Holder’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 Transfer Agent is foregoing shall not participating in The DTC Fast Automated Securities Transfer Program and DWAC systemapply, issue and surrender to a common carrier for overnight delivery deliver to the address as specified in the Purchase Conversion Notice, a stock certificate, registered in the name of the Buyer Holder or its designee, in each case, for the number of shares of Common Stock Conversion Shares to which the Buyer 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. Upon receipt or deemed receipt by the Company of a copy of a Purchase Conversion Notice, the Company (I) shall as soon as practicablepromptly send, but in no event later than one (1) Trading Day after receipt of such Purchase Notice, send via facsimile (or otherwise deliver), electronic mail a confirmation of receipt of such Purchase Conversion Notice in to the form attached hereto as Exhibit B (a "Company Confirmation of Purchase Notice") to (1) the Buyer Holder 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 Purchase Conversion Notice in accordance with the terms herein. Upon receipt by , and (II) on or before 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 second (1st2nd) Trading Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the Company Confirmation of Purchase Notice, then standard settlement period for U.S. broker-dealer securities transactions) (A) provided the Transfer Agent is participating in The Depository Trust Company's ("The DTC") Fast Automated Securities Transfer Program“Share Delivery Date”), credit such aggregate number of shares of Common Stock Conversion Shares to which the Buyer Holder shall be entitled to the Buyer's Holder’s or its designee's ’s balance account with The DTC Depository Trust Company (“DTC”) through its Deposit Deposit/Withdrawal At at Custodian ("“DWAC"”) system. For purposes of the receipt or deemed receipt of a Conversion Notice, if the Company receives such Conversion Notice after 5:00 p.m. New York City time, it will be deemed to have received such Conversion Notice on the next Business Day. For purposes of Rule 144 under the Securities Act, any Conversion Shares issued to the Holder shall be deemed to have been acquired by the Holder on the Agreement Date (the date this Note was originally issued). The Conversion Shares issued upon any conversion of this Note, will not contain or (B) if be subject to a legend or stop transfer order restricting the resale or transferability of thereof or otherwise be subject to any restriction on transfer imposed by or on behalf of the Transfer Agent is not participating or the Company (except as expressly provided in The DTC Fast Automated Securities Transfer Program and DWAC system, issue and surrender to a common carrier for overnight delivery to the address as specified in the Purchase Notice, a certificate, registered in the name Section 2(g) of the Buyer or its designee, for the number of shares of Common Stock to which the Buyer shall be entitledthis Note).