Common use of Company’s Response Clause in Contracts

Company’s Response. Upon receipt by the Borrower of copy of a Conversion Notice, the Borrower shall (A) as soon 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 shall process such Conversion Notice in accordance with the terms herein and (B) then on or before the second (2nd) Business Day following the date of receipt by the Borrower of such Conversion Notice (the "SHARE DELIVERY DATE"), the Borrower shall issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Company Common Stock to which the Holder shall be entitled. If 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 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 a Conversion Notice is given in accordance herewith on or prior to the date on 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.

Company’s Response. Upon receipt by delivery to the Borrower of copy Company of a Conversion Notice, the Borrower Company shall (AI) as soon as practicable, but in any event within one (1) Business Trading Day, send, via facsimile, send a confirmation of receipt of such Conversion Notice to such holder 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 and (BII) then on or before the earlier of (A) the number of Trading Days comprising the Standard Settlement Period and (B) the second (2nd) Business Trading Day following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a “DTC Share Delivery Date”), provided that (A) the shares of receipt by the Borrower Common Stock issuable upon such conversion are subject to an effective resale registration statement in favor of such Holder or (B) if converted at a time when Rule 144 would be available for immediate resale of the shares of Common Stock issuable upon such conversion by such Holder, the Company shall 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 the Depository Trust Company (“DTC”) through its Deposit/Withdrawal at Custodian (“DWAC”) system. On or before the fifth (5th) Trading Day following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a “Book-Entry Delivery Date” and together with the "SHARE DELIVERY DATE"DTC Share Delivery Date, a “Share Delivery Date”), the Borrower shares of Common Stock issuable upon conversion are not subject to an effective resale registration statement in favor of such Holder and, if converted at a time when Rule 144 would not be available for immediate resale of the shares of Common Stock issuable upon conversion by such Holder, the Company shall (i) issue and deliver the number of shares of Common Stock to which the address Holder shall be entitled with such restrictive legends as specified in shall be required pursuant to Section 4(y) of the Conversion Notice, a certificateSecurities Purchase Agreement, registered in the name of the Holder or its designee, for designee in book-entry form at the Transfer Agent and (ii) deliver to the address as specified in the applicable Conversion Notice a copy from the Company’s books and records evidencing such issuance. If a Series A Preferred Stock Certificate is physically submitted in connection with any conversion and if the number of shares of Company Common Series A Preferred Shares represented by the Series A Preferred Stock to which the Holder shall be entitled. If the specified principal amount Certificate(s) submitted for conversion is less greater than the then Outstanding Principal Amount number of this NoteSeries A Preferred Shares being converted, then the Borrower Company shall, as soon as practicable and in no event later than three five (5) Business Days after receipt delivery of the Note (the "NOTE DELIVERY DATE"Series A Preferred Stock Certificate(s) and at its own expense, issue and deliver to the holder such Holder a new Note Series A Preferred Stock Certificate representing the Outstanding Principal Amount number of Series A Preferred Shares not converted. The effective date of conversion (the "CONVERSION DATE") shall be deemed Company’s obligations to be the date on which the Borrower receives by facsimile the Conversion Notice, issue and the person or persons entitled to receive the deliver shares of Company Common Stock issuable upon in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by such conversion shall be treated for all purposes as Holder to enforce the record holder same, any waiver or holders of such shares of Company Common Stock on such date. Upon surrender of a Note that is converted in partconsent with respect to any provision hereof, the Borrower shall authenticate for recovery of any judgment against any Person or any action to enforce the holder a new Note equal in principal amount to the unconverted portion of the Note surrenderedsame, or any setoff, counterclaim, recoupment, limitation or termination. If this Note is converted in partWhile any Series A Preferred Shares are outstanding, the remaining portion of this Note not so converted Company shall remain entitled to the conversion rights provided herein. Notwithstanding anything to the contrary expressed or implied herein or use a transfer agent that participates in the Note Purchase Agreement, in the event that a Conversion Notice is given in accordance herewith on or prior to the date on the 30-day prepayment notice period referred to Section 3.1(aDTC Fast Automated Securities Transfer (“FAST”) 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 NoticeProgram.

Company’s Response. Upon receipt or deemed receipt by the Borrower Company of a copy of a Conversion Notice, the Borrower Company (I) shall (A) as soon as practicable, but in any event within one (1) Business Day, promptly send, via facsimilefacsimile or electronic mail, a confirmation of receipt of such Conversion Notice to such holder 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 (BII) then on or before the second third (2nd3rd) Business Day following the date of receipt or deemed receipt by the Borrower Company of such Conversion Notice or, in the case of Major Transaction Company Shares, within the period provided in Section 3(d) (the "SHARE DELIVERY DATE"“Share Delivery Date”); (A) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the Holder is eligible to receive Shares through DTC, credit such aggregate number of Conversion Shares to which the Borrower Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission 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, for the number of shares of Company Common Stock Conversion Shares to which the Holder shall be entitled. If notwithstanding the specified principal amount submitted provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion conversion, and the Principal represented by this Note is less greater than the then Outstanding Principal Amount of this Notebeing converted, then the Borrower Company shall, as soon as practicable and in no event later than three five (5) Business Days after receipt of the this Note (the "NOTE DELIVERY DATE"“Note Delivery Date”) and at its own expense, issue and deliver to the holder Holder a new Note representing the Outstanding Principal Amount not convertedconverted and cancel this Note. The effective date of conversion (the "CONVERSION DATE") shall be deemed to be 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 a Conversion Notice is given in accordance herewith on or prior to the date on 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 This Note and the Holder shall Conversion Shares will be entitled to convert this Notefreely tradable, in whole and freely transferable, and will not contain a legend restricting the resale or in part, transferability of the Conversion Shares if the Unrestricted Conditions (as stated in such Conversion Noticedefined below) are met.

Company’s Response. Upon receipt by the Borrower Company of a copy of a Conversion Notice, the Borrower Company shall (A) as soon as practicable, but in any no event within one later than five (15) Business DayDays after receipt of such Conversion Notice, send, via facsimile, facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the "Conversion Confirmation") to such holder and shall the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein and herein. Within five (B) then on or before the second (2nd5) Business Day following Days after the date of receipt the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, the Company shall cause the transfer agent to electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting the Borrower account of the Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Notice Confirmation (or the "SHARE DELIVERY DATE"date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Borrower Company shall instruct and cause its transfer agent to issue and deliver surrender to a nationally recognized overnight courier for delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeeHolder, for the number of shares of Company Common Stock Conversion Shares to which the Holder shall be entitled. If the specified principal amount submitted for conversion is less than the then Outstanding Principal Amount full principal and accrued but unpaid interest amount of this NoteNote is submitted for conversion, then the Borrower shall, as soon as practicable and in no event later than three Company shall within five (5) Business Days after receipt of the Note (the "NOTE DELIVERY DATE") and original Note, at its own expense, issue and deliver to the holder Holder a new Note representing for the Outstanding Principal Amount outstanding principal and interest amount not so converted. The effective date of conversion (the "CONVERSION DATE") ; provided that such new Note shall be deemed to be 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 substantially in the Note Purchase Agreement, in the event that a Conversion Notice is given in accordance herewith on or prior to the date on 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 same form as this Note, in whole or in part, as stated in such Conversion Notice.

Company’s Response. Upon receipt or deemed receipt by the Borrower Company of a copy of a Conversion Notice, the Borrower Company (I) shall (A) as soon as practicable, but in any event within one (1) no later than the next Business Day, send, via facsimile, a confirmation of receipt of such Conversion Notice to such holder 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 herein; (BII) then on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Borrower Company of such Conversion Notice (such second (2nd) Business Day, the "SHARE DELIVERY DATE")) (A) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program and provided that the Holder is eligible to receive Shares through DTC, shall credit such aggregate number of Shares to which the Borrower Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, if the Holder is not eligible to received Shares through DTC or if requested by the Holder, shall issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Company Common Stock Shares to which the Holder shall be entitled; and (III) on the Share Delivery Date shall pay in cash the Additional Amount relating to the Principal so converted. If this Note is submitted for conversion, as may be required by Section 2(c)(vii), and the specified principal amount submitted for conversion represented by this Note is less greater than the then Outstanding Principal Amount of this Noteprincipal amount being converted, then the Borrower Company shall, as soon as practicable and in no event later than three (3) Business Days after receipt of the this Note (such third (3rd) Business Day, the "NOTE DELIVERY DATE") and at its own expense, issue and deliver to the holder Holder a new Note representing the Outstanding Principal Amount not converted. The effective date of conversion (the "CONVERSION DATE") shall be deemed to be 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 a Conversion Notice is given in accordance herewith on or prior to the date on 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.

Company’s Response. Upon receipt or deemed receipt by the Borrower Company of a copy of a Conversion an Exchange Notice, the Borrower Company (I) shall (A) as soon as practicableimmediately, but in any no event within one (1) Business Daylater than the next Trading Day following the date of the Exchange Notice, cause the Parent to send, via facsimilefacsimile or electronic mail, a confirmation of receipt of such Conversion Exchange Notice to such holder the Holder and (if the Company is not making an Exchange Cash Settlement Election (as defined below)) the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent (if the Company is not making an Exchange Cash Settlement Election), to process such Conversion Exchange Notice in accordance with the terms herein and shall state whether the Company has made an Exchange Cash Settlement Election (Bsuch confirmation, if it indicates an Exchange Cash Settlement Election, the “Cash Election Notice”) then and (II) on or before the second (2nd) Business Trading Day following the date of receipt or deemed receipt by the Borrower Company of such Conversion Exchange Notice or, in the case of Major Transaction Parent Shares, within the period provided in Section 3(d) (the "SHARE DELIVERY DATE"“Share Delivery Date”); (A) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the Holder is eligible to receive Shares through DTC, cause the Borrower Parent to credit such aggregate number of Exchange Shares 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, or (B) if the foregoing shall not apply, cause the Parent to issue and deliver to the address as specified in the Conversion Exchange Notice, a certificateshare or stock certificate (as the case may be), registered in the name of the Holder or its designee, for the number of shares of Company Common Stock Exchange Shares to which the Holder shall be entitled, provided, however, that the Company shall have the right to elect (an “Exchange Cash Settlement Election”), in lieu of delivering (or causing the delivery of) Exchange Shares on or prior to the Share Delivery Date, to deliver to the Holder on or prior to the applicable Cash Settlement Date an amount of cash equal to (the “Exchange Cash Settlement Amount”) the number of Exchange Shares that would otherwise be receivable by the Holder on the applicable Share Delivery Date multiplied (i) in the case of an ordinary Exchange under this Section 2, by the Volume Weighted Average Price of the Ordinary Shares for the five (5) Trading Day period immediately following the date on which the Cash Election Notice has been delivered (the “VWAP Period”), and (ii) in the case of an Exchange for Major Transaction Parent Shares, by the Share Price Result (as determined in accordance with Schedule 1 hereto). The Company shall cause the Parent to file with the SEC a Current report on Form 8-K disclosing its delivery of a Cash Election Notice and the aggregate amount of principal subject to such Exchange Cash Settlement Election by no later than 8:30 a.m. on the next Trading Day following the date of the Cash Election Notice. If the specified principal amount this Note is submitted for conversion exchange, and the Principal represented by this Note is less greater than the then Outstanding Principal Amount of this Notebeing exchanged, then the Borrower Company shall, as soon as practicable and in no event later than three Business (3) Trading Days after receipt of the this Note (the "NOTE DELIVERY DATE"“Note Delivery Date”) and at its own expense, issue and deliver to the holder Holder a new Note representing the Outstanding Principal Amount not convertedexchanged and cancel this Note. The effective date of conversion (the "CONVERSION DATE") shall be deemed to be 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 a Conversion Notice is given in accordance herewith on or prior to the date on 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 This Note and the Holder shall Exchange Shares will be entitled to convert this Notefree-trading, in whole and freely transferable, and will not contain a legend restricting the resale or in part, transferability of the Exchange Shares if the Unrestricted Conditions (as stated in such Conversion Noticedefined below) are met.

Company’s Response. Upon receipt by the Borrower Company of a copy of a Conversion Notice, the Borrower Company shall (A) as soon as practicable, but in any no event within one later than two (12) Business DayDays after receipt of such Conversion Notice, send, via facsimile, facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to such holder and shall the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein and herein. In the event the Company fails to issue its Conversion Confirmation within said two (B) then on or before the second (2nd2) Business Day following time period, the Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Company’s transfer agent, and pursuant to the terms of the Purchase Agreement, the Company’s transfer agent shall issue the applicable Conversion Shares to Holder as hereby provided. Within five (5) Business Days after the date of receipt the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company shall cause the transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting the Borrower account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible (or in the event the Holder otherwise requests), within five (5) Business Days after the date of the Conversion Notice Confirmation (or the "SHARE DELIVERY DATE"date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Borrower Company shall instruct and cause its transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) issue and deliver surrender to a nationally recognized overnight courier for delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeenominee, for the number of shares of Company Common Stock Conversion Shares to which the Holder shall be entitled. If To effect conversions hereunder, the specified Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount submitted for of this Debenture, plus all accrued and unpaid interest thereon and other sums due hereunder, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable Conversion Amount. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion is of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be 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 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 a Conversion Notice is given in accordance herewith on or prior to the date stated on 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 Noticeface hereof.

Company’s Response. Upon receipt by the Borrower Company of a copy of a Conversion Notice, the Borrower Company shall (A) as soon as practicable, but in any no event within one later than two (12) Business DayDays after receipt of such Conversion Notice, send, via facsimile, facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to such holder and shall the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein and herein. Within five (B) then on or before the second (2nd5) Business Day following Days after the date of receipt the Conversion Confirmation, provided that the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company shall cause the transfer agent to electronically transmit the applicable Common Stock which the Holder shall be entitled by crediting the Borrower account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Holder of such Conversion Notice (delivery. In the "SHARE DELIVERY DATE")event that the Company’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, the Borrower Company shall issue and deliver surrender to a nationally recognized overnight courier for delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeeHolder, for the number of shares of Company Common Stock to which the Holder shall be entitled. If the specified principal amount submitted for conversion is less than the then Outstanding Principal Amount full principal and accrued but unpaid interest amount of this NoteNote is submitted for conversion, then the Borrower shall, as soon as practicable and in no event later than three Company shall within ten (10) Business Days after receipt of the Note (the "NOTE DELIVERY DATE") and Note, at its own expense, issue and deliver to the holder Holder a new Note representing for the Outstanding Principal Amount outstanding principal and interest amount not so converted. The effective date of conversion (the "CONVERSION DATE") ; provided that such new Note shall be deemed to be 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 substantially in the Note Purchase Agreement, in the event that a Conversion Notice is given in accordance herewith on or prior to the date on 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 same form as this Note, in whole or in part, as stated in such Conversion Notice.

Company’s Response. Upon receipt or deemed receipt by the Borrower Company of a copy of a Conversion Notice, the Borrower Company (I) shall (A) as soon as practicable, but in any event within one (1) Business Day, immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to such holder 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 (BII) then on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Borrower Company of such Conversion Notice or, in the case of Major Transaction Company Shares, within the period provided in Section 3(d) (the "SHARE DELIVERY DATE"“Share Delivery Date”); (A) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the Holder is eligible to receive Shares through DTC, credit such aggregate number of Conversion Shares to which the Borrower Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission 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, for the number of shares of Company Common Stock Conversion Shares to which the Holder shall be entitled. If notwithstanding the specified principal amount submitted provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion conversion, and the Principal represented by this Note is less greater than the then Outstanding Principal Amount of this Notebeing converted, then the Borrower Company shall, as soon as practicable and in no event later than three (3) Business Days after receipt of the this Note (the "NOTE DELIVERY DATE"“Note Delivery Date”) and at its own expense, issue and deliver to the holder Holder a new Note representing the Outstanding Principal Amount not convertedconverted and cancel this Note. The effective date of conversion (the "CONVERSION DATE") shall be deemed to be 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 a Conversion Notice is given in accordance herewith on or prior to the date on 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 This Note and the Holder shall Conversion Shares will be entitled to convert this Notefree-trading, in whole and freely transferable, and will not contain a legend restricting the resale or in part, transferability of the Conversion Shares if the Unrestricted Conditions (as stated in such Conversion Noticedefined below) are met.

Company’s Response. Upon receipt or deemed receipt by the Borrower Company of a copy of a Conversion Notice, the Borrower Company (I) shall (A) as soon as practicable, but in any event within one (1) Business Day, immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to such holder 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 (BII) then on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Borrower Company of such Conversion Notice (the "SHARE DELIVERY DATE")“Share Delivery Date”) (A) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the Holder is eligible to receive Shares through DTC, credit such aggregate number of Conversion Shares to which the Borrower Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission 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, for the number of shares of Company Common Stock Conversion Shares to which the Holder shall be entitled. If notwithstanding the specified principal amount submitted provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for conversion and the Principal represented by this Note is less greater than the then Outstanding Principal Amount of this Notebeing converted, then the Borrower Company shall, as soon as practicable and in no event later than three (3) Business Days after receipt of the this Note (the "NOTE DELIVERY DATE"“Note Delivery Date”) and at its own expense, issue and deliver to the holder Holder a new Note representing the Outstanding Principal Amount not convertedconverted and cancel this Note. The effective date Conversion Shares will be freely transferable and will not contain a legend restricting the resale or transferability of conversion (the "CONVERSION DATE") shall be deemed to be the date on which the Borrower receives by facsimile the Conversion Notice, and Shares if the person or persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes Unrestricted Conditions (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 a Conversion Notice is given in accordance herewith on or prior to the date on the 30-day prepayment notice period referred to Section 3.1(adefined below) 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 Noticeare met.

Company’s Response. Upon receipt or deemed receipt by the Borrower Company of a copy of a Conversion NoticeNotice or upon the date of a Required Conversion Notice (as defined below), as applicable, the Borrower Company (I) shall (A) as soon as practicable, but in any event within one (1) Business Day, practicable send, via facsimile, 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 any such holder and shall Transfer Agent to process such Conversion Notice or Required Conversion Notice in accordance with the terms herein and (BII) then (A) in the case of a conversion prior to an IPO Event, on or before the second fifthteenth (2nd15th) Business Day following the date of receipt or deemed receipt by the Borrower 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 of such Conversion Notice or the date of the Required Conversion Notice, as the case may be (the "SHARE DELIVERY DATE"“Share Delivery Date”), the Borrower shall issue and deliver to the address as specified in the Conversion NoticeNotice or otherwise specified by the Holder, a stock certificate, registered in the name of the Holder or its designee, for the number of shares of Company Common Stock Conversion Shares to which the Holder shall be entitled. If the specified principal amount this Note is submitted for conversion conversion, as may be required by Section 2(c)(vi), and the Principal represented by this Note is less greater than the then Outstanding Principal Amount of this Notebeing converted, then the Borrower Company shall, as soon as practicable and in no event later than three (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 Note case of a conversion after an IPO Event, three (3) Business Days (the "NOTE DELIVERY DATE"“Note Delivery Date”) and at its own expense, issue and deliver to the holder Holder a new Note representing the Outstanding Principal Amount not converted. The effective date of conversion (the "CONVERSION DATE") shall be deemed to be the date on which the Borrower receives by facsimile the Conversion Notice, converted 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 a Conversion Notice is given in accordance herewith on or prior to the date on 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 cancel this Note, in whole or in part, as stated in such Conversion Notice.