Common use of Conversion into Borrower’s Stock Clause in Contracts

Conversion into Borrower’s Stock. (a) Subject to the provisions of Section 2.3 herein, the Holder shall have the right, exercisable at any time from the date of issuance of this Note until this Note is fully paid, to convert the entire outstanding and unpaid Principal of this Note, in whole or in part, upon delivery of a Notice of Conversion in the form attached hereto (the date of giving of such Notice of Conversion being the “Conversion Date”) into fully paid and nonassessable shares of Borrower’s Common Stock (par value $0.001 per share) at the Conversion Price (defined below). Borrower shall issue and deliver to the Holder, within three (3) trading days from the Conversion Date (“Delivery Date”), that number of shares of Common Stock that equals the Principal divided by the Conversion Price. Upon partial conversion of the Note, a new Note containing the same date and provisions of this Note shall be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been converted or paid. Upon full conversion of this Note, the Note shall be cancelled and the Holder shall deliver the Note to the Borrower. (b) Subject to clause (c) below, the “Conversion Price” per share of Borrower’s stock shall be $0.17. (c) The character and amount of securities or other property issuable upon conversion of this Note and the Conversion Price are subject to adjustment upon the occurrence of the following events, and all such adjustments shall be cumulative: (i) The Conversion Price of this Note and the number of shares of Common Stock issuable upon conversion of this Note shall be proportionally adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities. (ii) In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”), then, in each case, the Holder, on conversion hereof at any time after the consummation or effective date of such Reorganization (the “Effective Date”), shall receive, in lieu of the shares of Borrower’s stock at any time issuable upon the conversion of the Note prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had converted this Note immediately prior thereto. (d) In case of any adjustment or readjustment in the price or kind of securities issuable on the conversion of this Note pursuant to clause (c) above, the Company will promptly give written notice thereof to the Holder in the form of a certificate, certified and confirmed by an officer of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. (e) Borrower covenants and agrees to reserve out of its authorized and unissued Common Stock that number of shares of capital stock into which this Note may be converted. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares upon the conversion of this Note.

Conversion into Borrower’s Stock. (a) Subject to the provisions of Section 2.3 herein, the The Holder shall have the right, exercisable at any time from and after the date of issuance of this Note until this Note is fully paid, to convert the entire outstanding and unpaid Principal of this Note, in whole or in part, Note upon delivery of a Notice of Conversion in the form attached hereto (the date of giving of such Notice of Conversion being the “Conversion Date”) into fully paid and nonassessable shares of Borrower’s Common Stock (Stock, par value $0.001 0.01 per share) , at the Conversion Price (defined below). Borrower shall issue and deliver to the Holder, within three (3) trading days from the Conversion Date (“Delivery Date”), that number of shares of Common Stock that equals the Principal divided by the Conversion Price. Upon partial conversion of the Note, a new Note containing the same date and provisions of this Note shall be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been converted or paid. Upon full conversion of this Note, the Note shall be cancelled and the Holder shall deliver the Note to the Borrower.; (b) Subject to clause (c) belowbelow and Section 6.14 of the Note Purchase Agreement, the “Conversion Price” per share of Borrower’s stock Common Stock shall be $0.172.04. (c) The character and amount of securities or other property issuable upon conversion of this Note and the Conversion Price are subject to adjustment upon the occurrence of the following events, and all such adjustments shall be cumulative: (i) The Conversion Price of this Note and the number of shares of Common Stock issuable upon conversion of this Note shall be proportionally appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities. (ii) In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”), then, in each case, the Holder, on conversion hereof at any time after the consummation or effective date of such Reorganization (the “Effective Date”), shall receive, in lieu of the shares of Borrower’s stock or other securities at any time issuable upon the conversion of the Note prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had converted this Note immediately prior thereto. (iii) If a Dilutive Issuance (as that term is defined in the Note Purchase Agreement) occurs, then the Company shall adjust the Conversion Price in accordance with the provisions of Section 6.9 of such Note Purchase Agreement. (d) In case of any adjustment or readjustment in the price or kind of securities issuable on the conversion of this Note pursuant to clause (c) above, the Company will promptly give written notice thereof to the Holder in the form of a certificate, certified and confirmed by an officer of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. (e) Borrower covenants and agrees to reserve out of its authorized and unissued Common Stock that the number of shares of capital stock into which this Note may be converted. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares upon the conversion of this Note. (f) If the weighted average public market trading price of the Company’s common stock is equal to or in excess of $4.00 for a period of thirty (30) consecutive Trading Days and (i) there is an effective Registration Statement covering the shares of common stock underlying this Note during such thirty (30) consecutive day period or (ii) the Holder has been provided with an opportunity to effect a transaction the result of which provides the Holder with liquidity with an effect substantially the same as if such registration statement were effective (but only as to the number of shares with respect to which such liquidity is provided), the Company may require that the Holder convert the Note (“Automatic Conversion Notice”). Upon receipt of the Automatic Conversion Notice, the Holder must convert the Note into common stock of the Company at an amount no less than 20% of the current daily trading volume of the common stock until fully converted. In no event may the Company require the Investor to exercise any such warrant that would force the Investor to violate the 4.9% provision in the Stock Purchase Agreement or this Note Agreement; provided that so long as such limitation is effective, the Investor must sell or otherwise dispose of shares of Common Stock upon conversion of this Note or upon the exercise of any Company warrants upon issuance. This Note does not expire if the provisions of this paragraph are triggered by the 4.9% limitation as stated above; provided however, that upon delivery of the Automatic Conversion Notice, all ongoing covenants of the Company or other provisions with respect to adjustment of the conversion price of the Notes shall terminate and be of no further force or effect.

Conversion into Borrower’s Stock. (a) Subject to the provisions of Section 2.3 herein, the The Holder shall have the right, exercisable at any time from and after the date of issuance of this Note until this Note is fully paid, to convert the entire outstanding and unpaid Principal of this Note, in whole or in part, Note upon delivery of a Notice of Conversion in the form attached hereto (the date of giving of such Notice of Conversion being the “Conversion Date”) into fully paid and nonassessable shares of Borrower’s Common Stock (Stock, par value $0.001 0.01 per share) , at the Conversion Price (defined below). Borrower shall issue and deliver to the Holder, within three (3) trading days from the Conversion Date (“Delivery Date”), that number of shares of Common Stock that equals the Principal divided by the Conversion Price. Upon partial conversion of the Note, a new Note containing the same date and provisions of this Note shall be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been converted or paid. Upon full conversion of this Note, the Note shall be cancelled and the Holder shall deliver the Note to the Borrower.; (b) Subject to clause (c) belowbelow and Section 6.14 of the Note Purchase Agreement, the “Conversion Price” per share of Borrower’s stock Common Stock shall be $0.172.04. (c) The character and amount of securities or other property issuable upon conversion of this Note and the Conversion Price are subject to adjustment upon the occurrence of the following events, and all such adjustments shall be cumulative: (i) The Conversion Price of this Note and the number of shares of Common Stock issuable upon conversion of this Note shall be proportionally appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities. (ii) In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”), then, in each case, the Holder, on conversion hereof at any time after the consummation or effective date of such Reorganization (the “Effective Date”), shall receive, in lieu of the shares of Borrower’s stock or other securities at any time issuable upon the conversion of the Note prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had converted this Note immediately prior thereto. (iii) If a Dilutive Issuance (as that term is defined in the Note Purchase Agreement) occurs, then the Company shall adjust the Conversion Price in accordance with the provisions of Section 6.9 of such Note Purchase Agreement. (d) In case of any adjustment or readjustment in the price or kind of securities issuable on the conversion of this Note pursuant to clause (c) above, the Company will promptly give written notice thereof to the Holder in the form of a certificate, certified and confirmed by an officer of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. (e) Borrower covenants and agrees to reserve out of its authorized and unissued Common Stock that the number of shares of capital stock into which this Note may be converted. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares upon the conversion of this Note. a. If the weighted average public market trading price of the Company’s common stock is equal to or in excess of $4.00 for a period of thirty (30) consecutive Trading Days and (i) there is an effective Registration Statement covering the shares of common stock underlying this Note during such thirty (30) consecutive day period or (ii) the Holder has been provided with an opportunity to effect a transaction the result of which provides the Holder with liquidity with an effect substantially the same as if such registration statement were effective (but only as to the number of shares with respect to which such liquidity is provided), the Company may require that the Holder convert the Note (“Automatic Conversion Notice”). Upon receipt of the Automatic Conversion Notice, the Holder must convert the Note into common stock of the Company at an amount no less than 20% of the current daily trading volume of the common stock until fully converted. In no event may the Company require the Investor to exercise any such warrant that would force the Investor to violate the 4.9% provision in the Stock Purchase Agreement or this Note Agreement; provided that so long as such limitation is effective, the Investor must sell or otherwise dispose of shares of Common Stock upon conversion of this Note or upon the exercise of any Company warrants upon issuance. This Note does not expire if the provisions of this paragraph are triggered by the 4.9% limitation as stated above; provided however, that upon delivery of the Automatic Conversion Notice, all ongoing covenants of the Company or other provisions with respect to adjustment of the conversion price of the Notes shall terminate and be of no further force or effect.

Conversion into Borrower’s Stock. (a) Subject to the provisions of Section 2.3 herein, the The Holder shall have the right, exercisable at any time from and after the date of issuance of this Note until this Note is fully paid, to convert the entire outstanding and unpaid Principal of this Note, in whole or in part, Note upon delivery of a Notice of Conversion in the form attached hereto (the date of giving of such Notice of Conversion being the “"Conversion Date”") into fully paid and nonassessable shares of Borrower’s 's Common Stock (without par value $0.001 per sharevalue) at the Conversion Price (defined below); provided, however, that effective as of the date (the "Preferred Stock Authorization Date") of amendment of the Company's Articles of Incorporation to authorize and designate a class of preferred stock subject to the terms set forth in the Certificate of Designations of Preferences, Rights and Limitations attached hereto as Exhibit A (the "Preferred Stock"), this Note will cease to be convertible into Common Stock and will automatically be converted into shares of such Preferred Stock at the Conversion Price. Borrower shall issue and deliver to the Holder, within three (3) trading days from the Conversion Date or the Preferred Stock Authorization Date, as the case may be (“"Delivery Date”"), that number of shares of Common Stock or Preferred Stock, as applicable, that equals the Principal divided by the Conversion Price. Upon partial conversion of the Note, a new Note containing the same date and provisions of this Note shall be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been converted or paid. Upon full conversion of this Note, the Note shall be cancelled and the Holder shall deliver the Note to the Borrower. (b) Subject to clause (c) belowbelow and Section 6.14 of the Note Purchase Agreement, the “"Conversion Price” " per share of Borrower’s 's stock shall be $0.170.60. (c) The character and amount of securities or other property issuable upon conversion of this Note and the Conversion Price are subject to adjustment upon the occurrence of the following events, and all such adjustments shall be cumulative: (i) The Conversion Price of this Note and the number of shares of Common Stock issuable upon conversion of this Note shall be proportionally appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities. (ii) In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “"Reorganization”"), then, in each case, the Holder, on conversion hereof at any time after the consummation or effective date of such Reorganization (the “"Effective Date”"), shall receive, in lieu of the shares of Borrower’s 's stock at any time issuable upon the conversion of the Note prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had converted this Note immediately prior thereto. (diii) In case of any adjustment or readjustment If a Dilutive Issuance (as that term is defined in the price or kind of securities issuable on the conversion of this Note pursuant to clause (cPurchase Agreement) aboveoccurs, then the Company will promptly give written notice thereof shall adjust the Conversion Price in accordance with the provisions of Section 6.14 of such Note Purchase Agreement, subject to the Holder in the form waiver provision of a certificate, certified and confirmed by an officer of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. (e) Borrower covenants and agrees to reserve out of its authorized and unissued Common Stock that number of shares of capital stock into which this Note may be converted. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares upon the conversion of this Note.Section 6.15

Conversion into Borrower’s Stock. (a) Subject to the provisions of Section 2.3 herein, the Holder shall have the right, exercisable at any time from and after the date of issuance of this Note until this Note is fully paid, to convert the entire outstanding and unpaid Principal of this Note, in whole or in part, upon delivery of a Notice of Conversion in the form attached hereto (the date of giving of such Notice of Conversion being the “Conversion Date”) into fully paid and nonassessable shares of Borrower’s Common Stock (without par value $0.001 per sharevalue) at the Conversion Price (defined below); provided, however, that effective as of the date (the “Preferred Stock Authorization Date”) of amendment of the Company’s Articles of Incorporation to authorize and designate a class of preferred stock subject to the terms set forth in the Certificate of Designations of Preferences, Rights and Limitations attached as Exhibit D to the Purchase Agreement (the “Preferred Stock”), this Note will cease to be convertible into Common Stock and will automatically be converted into shares of such Preferred Stock at the Conversion Price. Borrower shall issue and deliver to the Holder, within three (3) trading days from the Conversion Date or the Preferred Stock Authorization Date, as the case may be (“Delivery Date”), that number of shares of Common Stock or Preferred Stock, as applicable, that equals the Principal divided by the Conversion Price. Upon partial conversion of the Note, a new Note containing the same date and provisions of this Note shall be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been converted or paid. Upon full conversion of this Note, the Note shall be cancelled and the Holder shall deliver the Note to the Borrower. (b) Subject to clause (c) below, the “Conversion Price” per share of Borrower’s stock shall be $0.170.40. (c) The character and amount of securities or other property issuable upon conversion of this Note and the Conversion Price are subject to adjustment upon the occurrence of the following events, and all such adjustments shall be cumulative: (i) The Conversion Price of this Note and the number of shares of Common Stock issuable upon conversion of this Note shall be proportionally adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities. (ii) In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”), then, in each case, the Holder, on conversion hereof at any time after the consummation or effective date of such Reorganization (the “Effective Date”), shall receive, in lieu of the shares of Borrower’s stock at any time issuable upon the conversion of the Note prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had converted this Note immediately prior thereto. (d) In case of any adjustment or readjustment in the price or kind of securities issuable on the conversion of this Note pursuant to clause (c) above, the Company will promptly give written notice thereof to the Holder in the form of a certificate, certified and confirmed by an officer of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. (e) Borrower covenants and agrees to reserve out of its authorized and unissued Common Stock and, on and after the Preferred Stock Authorization Date, out of its authorized and unissued Preferred Stock, that number of shares of capital stock into which this Note may may, or, following the Preferred Stock Authorization Date shall, be converted. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares upon the conversion of this Note.

Conversion into Borrower’s Stock. (a) Subject to the provisions of Section 2.3 herein2, the Holder shall have the right, exercisable at any time from and after the date of issuance of this Note until this Note is fully paid, to convert the entire outstanding and unpaid Principal and Interest of this Note, in whole or in part, upon delivery of a Notice of Conversion in the form attached hereto (the date of giving of such Notice of Conversion being the “Conversion Date”) into fully paid and nonassessable shares of Borrower’s Common Stock (without par value $0.001 per sharevalue) at the Conversion Price (defined below). The Borrower shall issue and deliver to the Holder, within three (3) trading days from the Conversion Date (“Delivery Date”), that number of shares of Common Stock Stock, as applicable, that equals the Principal and or Interest divided by the Conversion Price. Upon partial conversion of the Note, a new Note containing the same date and provisions of this Note shall be issued by the Borrower to the Holder for the principal balance and accrued interest of this Note which shall not have been converted or paid. Upon full conversion of this Note, the Note shall be cancelled and the Holder shall deliver the Note to the Borrower. (b) Subject to clause (c) below, the “Conversion Price” per share of Borrower’s stock shall be $0.17the Conversion Price stated in the Purchase Agreement. (c) The character and amount of securities or other property issuable upon conversion of this Note and the Conversion Price are subject to adjustment upon the occurrence of the following eventsevents stated in the Purchase Agreement, and all such adjustments shall be cumulative: (i) The Conversion Price of this Note and the number of shares of Common Stock issuable upon conversion of this Note shall be proportionally adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities. (ii) In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”), then, in each case, the Holder, on conversion hereof at any time after the consummation or effective date of such Reorganization (the “Effective Date”), shall receive, in lieu of the shares of Borrower’s stock at any time issuable upon the conversion of the Note prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had converted this Note immediately prior thereto. (d) In case of any adjustment or readjustment in the price or kind of securities issuable on the conversion of this Note pursuant to clause (c) above, the Company will promptly give written notice within three (3) business days thereof to the Holder in the form of a certificate, certified and confirmed by an officer of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. (e) Borrower covenants and agrees at all times to reserve out of its authorized and unissued Common Stock that number of shares of capital stock into which this Note may be converted. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares upon the conversion of this Note.