Common use of Conversion at the Option of the Holder Clause in Contracts

Conversion at the Option of the Holder. (a) At any time while any portion of the principal or interest of this Note is outstanding, the Holder may give Debtor written notice of its intention to convert (the “Voluntary Conversion”) all or any portion of the outstanding principal and/or accrued but unpaid interest on this Note into such number of shares of Debtor’s common stock, par value $0.001 per share (the “Common Stock”), equal to the amount to be converted divided by the Conversion Price in effect at such time (the “Conversion Shares”). Upon receipt of the Holder’s written notice, Debtor shall cause certificates representing the Conversion Shares to be delivered to the Holder within five (5) business days of Debtor’s receipt of such notice. The person or persons entitled to receive the Conversion Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the date the applicable conversion notice is given. (b) The “Conversion Price” initially shall be $0.40 and shall be subject to adjustment as set forth below. The Conversion Price shall be adjusted proportionally for any subsequent stock dividend or split, stock combination or other similar recapitalization, reclassification or reorganization of or affecting the Common Stock. (c) If Debtor shall at any time or from time to time after the date hereof issue or sell any additional shares of Common Stock, or other equity or debt securities convertible into Common Stock, in exchange for consideration in an amount per share of Common Stock (on an as converted basis, if applicable) less than the Conversion Price at the time such securities are issued or sold, then the Conversion Price immediately prior to such issue or sale shall be reduced to a price determined by dividing: (i) an amount equal to the sum of (A) the number of shares of Common Stock outstanding (on an as converted basis) immediately prior to such issue or sale multiplied by the then existing Conversion Price, plus (B) the consideration, if any, received by Debtor upon such issue or sale; by (ii) the total number of shares of Common Stock outstanding (on an as converted basis) immediately after such issue or sale. (d) In case of a Change of Control (as defined below), instead of receiving Conversion Shares upon conversion of this Note, the Holder shall have the right thereafter to receive the kind and amount of shares of stock and other securities, cash and property that the Holder would have owned or have been entitled to receive immediately after such Change of Control had the same portion of this Note been converted immediately prior to the effective date of such Change of Control and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 5 with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this Section 5 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities, cash and property thereafter deliverable in connection with this Note. The provisions of this subsection shall similarly apply to successive Changes of Control.

Conversion at the Option of the Holder. (a) At any time while any portion of the principal or interest of this Note is outstanding, the Holder may give Debtor written notice of its intention to convert (the “Voluntary Conversion”) all or any portion of the outstanding principal and/or accrued but unpaid interest on this Note into such number of shares of Debtor’s common stock, par value $0.001 per share (the “Common Stock”), equal to the amount to be converted divided by the Conversion Price in effect at such time (the “Conversion Shares”)time. Upon receipt of the Holder’s written notice, Debtor shall cause certificates representing the Conversion Shares those shares to be delivered to the Holder within five (5) business days of Debtor’s receipt of such notice. The person or persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the date the applicable conversion notice is given. (b) The “Conversion Price” initially shall be $0.40 and shall be subject to adjustment as set forth below. The Conversion Price shall be adjusted proportionally for any subsequent stock dividend or split, stock combination or other similar recapitalization, reclassification or reorganization of or affecting the Common Stock. (c) If Debtor shall at any time or from time to time after the date hereof issue or sell any additional shares of Common Stock, or other equity or debt securities convertible into Common Stock, in exchange for consideration in an amount per share of Common Stock (on an as converted basis, if applicable) less than the Conversion Price at the time such securities are issued or sold, then the Conversion Price immediately prior to such issue or sale shall be reduced to a price determined by dividing: (i) an amount equal to the sum of (A) the number of shares of Common Stock outstanding (on an as converted basis) immediately prior to such issue or sale multiplied by the then existing Conversion Price, plus (B) the consideration, if any, received by Debtor upon such issue or sale; by (ii) the total number of shares of Common Stock outstanding (on an as converted basis) immediately after such issue or sale. (d) In case of a Change of Control (as defined below), instead of receiving Conversion Shares shares of Common Stock upon conversion of this Note, the Holder shall have the right thereafter to receive the kind and amount of shares of stock and other securities, cash and property that the Holder would have owned or have been entitled to receive immediately after such Change of Control had the same portion of this Note been converted immediately prior to the effective date of such Change of Control and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 5 4 with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this Section 5 4 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities, cash and property thereafter deliverable in connection with this Note. The provisions of this subsection shall similarly apply to successive Changes of Control.

Conversion at the Option of the Holder. (a) At any time while any portion of the principal or interest of this Note is outstanding, the Holder may give Debtor written notice of its intention to convert (the “Voluntary Conversion”) all or any portion of the outstanding principal and/or accrued but unpaid interest on this Note into such number of shares of Debtor’s common stock, par value $0.001 per share (the “Common Stock”), equal to the amount to be converted divided by the Conversion Price in effect at such time (the “Conversion Shares”). Upon receipt of the Holder’s written notice, Debtor shall cause certificates representing the Conversion Shares to be delivered to the Holder within five (5) business days of Debtor’s receipt of such notice. The person or persons entitled to receive the Conversion Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the date the applicable conversion notice is given. (b) The “Conversion Price” initially shall be $0.40 and shall be subject to adjustment as set forth below. The Conversion Price shall be adjusted proportionally for any subsequent stock dividend or split, stock combination or other similar recapitalization, reclassification or reorganization of or affecting the Common Stock. (c) If Debtor shall at any time or from time to time after the date hereof issue or sell any additional shares of Common Stock, or other equity or debt securities convertible into Common Stock, in exchange for consideration in an amount per share of Common Stock (on an as converted basis, if applicable) less than the Conversion Price at the time such securities are issued or sold, then the Conversion Price immediately prior to such issue or sale shall be reduced to a price determined by dividing: (i) an amount equal to the sum of (A) the number of shares of Common Stock outstanding (on an as converted basis) immediately prior to such issue or sale multiplied by the then existing Conversion Price, plus (B) the consideration, if any, received by Debtor upon such issue or sale; by (ii) the total number of shares of Common Stock outstanding (on an as converted basis) immediately after such issue or sale. (d) In case of a Change of Control (as defined below), instead of receiving Conversion Shares upon conversion of this Note, the Holder shall have the right thereafter to receive the kind and amount of shares of stock and other securities, cash and property that the Holder would have owned or have been entitled to receive immediately after such Change of Control had the same portion of this Note been converted immediately prior to the effective date of such Change of Control and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 5 4 with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this Section 5 4 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities, cash and property thereafter deliverable in connection with this Note. The provisions of this subsection shall similarly apply to successive Changes of Control.

Conversion at the Option of the Holder. (a) At any time while any portion of the principal or interest of this Note is outstanding, the Holder may give Debtor written notice of its intention to convert (the “Voluntary Conversion”) all or any portion of the outstanding principal and/or accrued but unpaid interest on this Note into such number of shares of Debtor’s common stock, par value $0.001 per share (the “Common Stock”), equal to the amount to be converted divided by the Conversion Price in effect at such time (the “Conversion Shares”)time. Upon receipt of the Holder’s written notice, Debtor shall cause certificates representing the Conversion Shares those shares to be delivered to the Holder within five (5) business days of Debtor’s receipt of such notice. The person or persons entitled to receive the Conversion Shares shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the date the applicable conversion notice is given. (b) The “Conversion Price” initially shall be $0.40 1.3899 and shall be subject to adjustment as set forth below. The Conversion Price shall be adjusted proportionally for any subsequent stock dividend or split, stock combination or other similar recapitalization, reclassification or reorganization of or affecting the Common Stock; provided, however, that the Conversion Price shall not be adjusted as a result of the 1 for 5 reverse split of the Common Stock to take place prior to the Closing, as contemplated under the Merger Agreement. (c) If Debtor shall at any time or from time to time after the date hereof issue or sell any additional shares of Common Stock, or other equity or debt securities convertible into Common Stock, in exchange for consideration in an amount per share of Common Stock (on an as converted basis, if applicable) less than the Conversion Price at the time such securities are issued or sold, then the Conversion Price immediately prior to such issue or sale shall be reduced to a price determined by dividing: (i) an amount equal to the sum of (A) the number of shares of Common Stock outstanding (on an as converted basis) immediately prior to such issue or sale multiplied by the then existing Conversion Price, plus (B) the consideration, if any, received by Debtor upon such issue or sale; by (ii) the total number of shares of Common Stock outstanding (on an as converted basis) immediately after such issue or sale. (d) In case of a Change of Control (as defined below), instead of receiving Conversion Shares shares of Common Stock upon conversion of this Note, the Holder shall have the right thereafter to receive the kind and amount of shares of stock and other securities, cash and property that the Holder would have owned or have been entitled to receive immediately after such Change of Control had the same portion of this Note been converted immediately prior to the effective date of such Change of Control and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 5 with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this Section 5 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities, cash and property thereafter deliverable in connection with this Note. The provisions of this subsection shall similarly apply to successive Changes of Control.