Common use of Conversion into the Borrower's Common Stock Clause in Contracts

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) into fully paid and non-assessable shares of Common Stock or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price, determined as provided herein. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest, if any, to be converted, by the Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied.

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or interest or fees due and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) payable into fully paid and non-assessable nonassessable shares of ValCom's Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified at the conversion price as defined in Section 3.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and certain persons who are signatories thereto, including the Holder, relating to this Note (the "Purchase Agreement") of the Holder's written request for conversion (the date of giving such notice of conversion being a "Conversion Date"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. The interest on In the Principal Amount event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $2,000,000 and the Holder converted $181,818 of such original principal amount prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars first Repayment Date, then ($2161) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the principal amount of interest actually paid the Monthly Amount due on such Principal Amount the first Repayment Date would equal $0, (“Additional Interest”). Additional Interest will not be payable in 2) the event there is an effective and current Registration Statement for the resale principal amount of the Securities Monthly Amount due on the second Repayment Date would equal $0 and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion principal amount of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery Monthly Amount due on each of the shares must remaining Repayment Dates would be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied$90,909.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “"Conversion Date”") into fully paid and non-assessable nonassessable shares of Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Borrower of a Notice of Conversion as described in Section 7 of the Subscription Agreement of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date ("Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest, if any, interest to be converted, by the Conversion Price. The interest on Subject to adjustment as provided in Section 2.1(c) hereof, the Principal Amount converted prior to the Maturity Date Conversion Price per share shall be increased by an amount equal to Two Hundred and Sixteen Dollars the lower of (i) $216.025 ("Maximum Base Price") for each One Thousand Dollars or ($1,000ii) sixty-five percent (65%) of Principal Amount being converted (pro-rated for lesser amounts the average of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement three lowest closing bid prices for the resale of the Securities and such Registration Statement has been current for at least thirty (30) trading days prior to but not including the Conversion Date and further provided during each day for the Common Stock on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange, as applicable, or if not then trading on any of the foregoing, such thirty other principal market or exchange where the Common Stock is listed or traded (30) day periodwhichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the Conversion Price is not less than $0.25"Principal Market"). Upon delivery to Closing bid price shall mean the Borrower of a completed Notice of Conversion, a form of which is annexed hereto last closing bid price as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery of the shares must be made reported by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied.Bloomberg L.P.

Conversion into the Borrower's Common Stock. (a) The Subject to the Holder's receipt of an Optional Conversion Notification, as described above or following the occurrence of an Event of Default hereunder, the Holder shall have the right right, but not the obligation, from and after the date receipt of an Optional Conversion Notification or the issuance occurrence of this Note any Event of Default, as the case may be, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this NoteNote and/or interest due and payable set forth in each such Optional Conversion Notification or the entire principal portion of this Note and/or interest due and payable following the occurrence or an Event of Default, and accrued but unpaid interestas the case may be, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and certain persons who are signatories thereto, including the Holder, relating to this Note (the "Purchase Agreement") of the Holder's written request for conversion (the date of giving such notice of conversion being a "Conversion Date"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied.

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or interest or fees due and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) payable into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "Common Stock") at the conversion price as defined in Section 3.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and certain persons who are signatories thereto, including the Holder, relating to this Note (the "Purchase Agreement") of the Holder's written request for conversion (the date of giving such notice of conversion being a "Conversion Date"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. The interest on In the Principal Amount event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. For example, if the original principal amount of this Note is $300,000 and the Holder converted $33,333 of such original principal amount prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars first Repayment Date, then ($2161) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the principal amount of interest actually paid the Monthly Amount due on such Principal Amount the first Repayment Date would equal $0, (“Additional Interest”). Additional Interest will not be payable in 2) the event there is an effective and current Registration Statement for the resale principal amount of the Securities Monthly Amount due on the second Repayment Date would equal $0 and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion principal amount of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery Monthly Amount due on each of the shares must remaining Repayment Dates would be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied$16,666.

Conversion into the Borrower's Common Stock. (a) The Subject to the Holder's receipt of an Optional Conversion Notification, as described above or following the occurrence of an Event of Default hereunder, the Holder shall have the right right, but not the obligation, from and after the date receipt of an Optional Conversion Notification or the issuance occurrence of this Note any Event of Default, as the case may be, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this NoteNote and/or interest due and payable set forth in each such Optional Conversion Notification or the entire principal portion of this Note and/or interest due and payable following the occurrence or an Event of Default, and accrued but unpaid interestas the case may be, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "COMMON STOCK") at the Conversion Priceconversion price as defined in Section 2.1(b) hereof (the "CONVERSION PRICE"), determined as provided herein. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and certain persons who are signatories thereto, including the Holder, relating to this Note (the "PURCHASE AGREEMENT") of the Holder's written request for conversion (the date of giving such notice of conversion being a "CONVERSION DATE"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “"Conversion Date”") into fully paid and non-assessable nonassessable shares of Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest, if any, to be converted, by the Conversion Price. The interest on the Principal Amount converted prior Subject to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216adjustment as provided in Section 2.1(c) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day periodhereof, the Conversion Price is not less than $0.25. Upon delivery to per share shall be eighty-five percent (85%) of the Borrower weighted average volume price of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock using the AQR function as reported by Bloomberg L.P. ("VWAP") for the portion of ten (10) trading days preceding the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfiedClosing Date.

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or interest or fees due and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) payable into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "Common Stock") at the conversion price as defined in Section 3.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and certain persons who are signatories thereto, including the Holder, relating to this Note (the "Purchase Agreement") of the Holder's written request for conversion (the date of giving such notice of conversion being a "Conversion Date"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note in cash or in shares of Common Stock through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interestinterest (unless the Holder elects to take interest in cash), if any, to be converted, by the Conversion Price. The interest on In the Principal Amount event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $1,250,000 and the Holder converted $220,000 of such original principal amount prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars first Repayment Date, then ($2161) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the principal amount of interest actually paid the Monthly Amount due on such Principal Amount the first Repayment Date would equal $0, (“Additional Interest”). Additional Interest will not be payable in 2) the event there is an effective and current Registration Statement for the resale principal amount of the Securities Monthly Amount due on the second Repayment Date would equal $0 and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion principal amount of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery Monthly Amount due on each of the shares must remaining Repayment Dates would be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied$110,000.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, from and after the date Borrower's receipt of an Notice of Conversion or the issuance occurrence of this Note any Event of Default, as the case may be, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this NoteNote and/or interest due and payable set forth in each such Notice of Conversion or the entire principal portion of this Note and/or interest due and payable following the occurrence or an Event of Default, and accrued but unpaid interestas the case may be, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "COMMON STOCK") at the Conversion Priceconversion price as defined in Section 2.1(b) hereof (the "CONVERSION PRICE"), determined as provided herein. Upon delivery to the Borrower of a Notice of Conversion as described in Section 9 of the Subscription Agreement entered into between the Borrower and certain persons who are signatories thereto, including the Holder, relating to this Note (the "PURCHASE AGREEMENT") of the Holder's written request for conversion (the date of giving such notice of conversion being a "CONVERSION DATE"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied.

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the date one year anniversary of the issuance of this Note date hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or interest and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) fees due and payable into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "Common Stock") at the conversion price set forth below (the "Conversion Price"). Upon delivery to the Borrower of a Notice of Conversion (the date of giving such notice of conversion being a "Conversion Date"), determined as provided hereinthe Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Fixed Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale Price as of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such shares are electronically transferableconversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $600,000 and the Holder converted $100,000 of such original principal amount prior to the first Repayment Date, then delivery (1) the principal amount of the shares must Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second Repayment Date would equal $0 and (3) the principal amount of the Monthly Amount due on each of the remaining Repayment Dates would be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied$50,000.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and accrued but unpaid interest, and/or at the election of Holder's election, the Holder interest accrued on the Note, (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “"Conversion Date”") into fully paid and non-assessable nonassessable shares of Common Stock common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal (and interest, at the election of the Holder) of the Note and interest, if any, to be converted, by the Conversion Price. The Company may elect to pay interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale of the Securities and such Registration Statement has been current for by delivering Common Stock valued at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery applied to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (Principal being converted but only if such third day being the “Delivery Date”) that number of shares of Common Stock is: (i) timely delivered; (ii) is included for the portion unrestricted resale in an effective registration statement described in Section 10.1(iv) of the Note converted Subscription Agreement; (iii) no Event of Default has occurred or is continuing; ;and (iv) receipt of such Common Stock by the holder would not exceed the maximum conversion limitation amount described in accordance with the foregoing. In the event such shares are electronically transferable, then delivery Section 9.3 of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfiedSubscription Agreement.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or interest due and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) payable into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the “Common Stock”) at the conversion price as defined in Section 2.1(b) hereof (the “Conversion Price”), determined as provided herein. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and certain persons who are signatories thereto, including the Holder, relating to this Note (the “Purchase Agreement”) of the Holder’s written request for conversion (the date of giving such notice of conversion being a “Conversion Date”), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. The interest on In the Principal Amount event of any conversions of outstanding principal amount under this Note in part pursuant to this Article II, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates set forth in Article IV below in chronological order. By way of example, if the Holder converted $50,000 of such original principal amount prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars first Repayment Date, then ($2161) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the principal amount of interest actually paid the Monthly Amount due on such Principal Amount the first Repayment Date would equal $0 and (“Additional Interest”). Additional Interest will not be payable in 2) the event there is an effective and current Registration Statement for the resale principal amount of the Securities and such Registration Statement has been current for at least thirty (30) days prior to Monthly Amount due on the Conversion second Repayment Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than would equal $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied24,126.

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or interest and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) fees due and payable into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "COMMON STOCK") at the conversion price set forth below (the "CONVERSION PRICE"). Notwithstanding the foregoing, the Holder will not be permitted to convert on any Conversion PriceDate (as defined below) an amount of shares having a dollar value exceeding 25% of the aggregate dollar trading volume during the 30 trading days preceding such Conversion Date. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and the Holder relating to this Note (the "PURCHASE AGREEMENT") of the Holder's written request for conversion (the date of giving such notice of conversion being a "CONVERSION DATE"), determined as provided hereinthe Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Fixed Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale Price as of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such shares are electronically transferableconversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $1,400,000 and the Holder converted $75,000 of such original principal amount prior to the first Repayment Date, then delivery (1) the principal amount of the shares must Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second Repayment Date would equal $0 and (3) the principal amount of the Monthly Amount due on each of the remaining Repayment Dates would be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied$15,000.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “"Conversion Date”") into fully paid and non-assessable nonassessable shares of Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note in the manner provided in Section 1.3 through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest, if any, interest to be converted, by the Conversion Price. The interest on the Principal Amount converted prior Subject to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216adjustment as provided in Section 2.1(c) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day periodhereof, the Conversion Price is not less than per share shall be the lower of (i) $0.25. Upon delivery to 0.50, or (ii) fifty percent (50%) of the Borrower lowest five day weighted average volume price of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock using the AQR function ("VWAP") as reported by Bloomberg L.P. for the portion of Principal Market for the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfiedtwenty trading days preceding a Conversion Date.

Conversion into the Borrower's Common Stock. (a) The To the extent that Advances have been made hereunder, the Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paidthe Maturity Date, to convert any outstanding and unpaid the principal portion of the Advances made hereunder and/or interest and fees due and payable into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) into fully paid and non-assessable shares of Common Stock or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "COMMON STOCK") at the Fixed Conversion Price, determined Price as provided hereindefined below. The number of shares of In the event that the Holder elects to convert this Note into Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest, if any, to be converted, by the Conversion Price. The interest on the Principal Amount converted prior (to the Maturity Date extent permitted herein), the Holder shall be increased give notice of such election by delivering an amount equal executed and completed notice of conversion ("NOTICE OF CONVERSION") to Two Hundred the Borrower and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) such Notice of Principal Amount being converted (pro-rated for lesser amounts Conversion shall provide a breakdown in reasonable detail of Principal Amount) less the amount of Note principal, interest actually paid on such Principal Amount (“Additional Interest”)and fees that are being converted. Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the On each Conversion Date (as hereinafter defined) and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Advances, interest and fees as entered in its records and shall provide written notice thereof to the Borrower within 2 business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "CONVERSION DATE"). A form of which Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A, A. The Borrower shall issue and deliver will cause the transfer agent to transmit the certificates representing the shares of the Common Stock issuable upon conversion of the Note to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) business days after receipt by the Borrower of the Notice of Conversion Date (such third day being the “Delivery Date”) that number "DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the shares of Common Stock for issuable upon such conversion shall be deemed to have been issued upon the portion date of receipt by the Borrower of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery Notice of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the HolderConversion. The Holder will not shall be required to surrender treated for all purposes as the Note record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the Borrower until the Note has been fully converted or satisfiedcontrary.

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or interest or fees due and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) payable into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "Common Stock") at the conversion price as defined in Section 3.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and certain persons who are signatories thereto, including the Holder, relating to this Note (the "Purchase Agreement") of the Holder's written request for conversion (the date of giving such notice of conversion being a "Conversion Date"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. The interest on In the Principal Amount event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. For example, if the original principal amount of this Note is $500,000 and the Holder converted $100,000 of such original principal amount prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars first Repayment Date, then ($2161) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the principal amount of interest actually paid the Monthly Amount due on such Principal Amount the first Repayment Date would equal $0, (“Additional Interest”). Additional Interest will not be payable in 2) the event there is an effective and current Registration Statement for the resale principal amount of the Securities Monthly Amount due on the second Repayment Date would equal $0 and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion principal amount of the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery Monthly Amount due on each of the shares must remaining Repayment Dates would be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied$50,000.

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or interest and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) fees due and payable into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "COMMON STOCK") at the conversion price set forth below (the "CONVERSION PRICE"). Notwithstanding the foregoing, the Holder will not be permitted to convert on any Conversion PriceDate (as defined below) an amount of shares having a dollar value exceeding 25% of the aggregate dollar trading volume during the 30 trading days preceding such Conversion Date. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and the Holder relating to this Note (the "PURCHASE AGREEMENT") of the Holder's written request for conversion (the date of giving such notice of conversion being a "CONVERSION DATE"), determined as provided hereinthe Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Fixed Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale Price as of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such shares are electronically transferableconversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $2,400,000 and the Holder converted $75,000 of such original principal amount prior to the first Repayment Date, then delivery (1) the principal amount of the shares must Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second Repayment Date would equal $25,000 and (3) the principal amount of the Monthly Amount due on each of the remaining Repayment Dates would be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied$ $50,000.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time after each quarter beginning September 30, 2015 until this Note is fully paid, to convert any a total of Thirty-Seven Thousand Five Hundred Dollars (US $37,500.00) of the outstanding and unpaid principal portion of this Note, and accrued but unpaid interestInterest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “"Conversion Date”") into fully paid and non-assessable shares of Common Stock as such stock exists on the date of issuance of this Note (such shares, the "Conversion Shares"), or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassifiedreclassified (the "Other Securities"), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is attached hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and interest, if any, accrued interest to be converted, by the Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date Borrower and Holder mutually agree that Holder shall be increased by an amount equal to Two Hundred and Sixteen Dollars within five ($2165) for each One business days convert a total of Seventy-Five Thousand Dollars (US $1,00075,000.00) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective outstanding and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the unpaid principal portion of this Note on the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery date of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfiedexecution of this Note.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right from and after the date of the issuance of this Note and then at any time after each quarter beginning September 30, 2015 until this Note is fully paid, to convert any a total of Thirty-Seven Thousand Five Hundred Dollars (US $37,500.00) of the outstanding and unpaid principal portion of this Note, and accrued but unpaid interestInterest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “"Conversion Date”") into fully paid and non-assessable shares of Common Stock as such stock exists on the date of issuance of this Note (such shares, the "Conversion Shares"), or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassifiedreclassified (the "Other Securities"), at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is attached hereto as Exhibit A-1, Borrower shall issue and deliver to the Holder within three (3) business days from the Conversion Date (such third day being the "Delivery Date") that number of Conversion Shares for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the principal amount of the Note being converted in the manner provided in Section 1.1 through the Conversion Date directly to the Holder on or before the Delivery Date. The number of shares of Common Stock Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the this Note and interest, if any, accrued interest to be converted, by the Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date Borrower and Holder mutually agree that Holder shall be increased by an amount equal to Two Hundred and Sixteen Dollars within five ($2165) for each One business days convert a total of Seventy-Five Thousand Dollars (US $1,00075,000.00) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective outstanding and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the unpaid principal portion of this Note on the Note converted in accordance with the foregoing. In the event such shares are electronically transferable, then delivery date of the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfiedexecution of this Note.

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, during the period from and after the date hereof until the close of the issuance of this Note and then at any time until this Note is fully paidbusiness on December 31st, 2016, to convert all or any outstanding and unpaid portion of the principal portion of this Note, Note and/or interest due and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) payable into fully paid and paid, non-assessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "COMMON STOCK") at the conversion price set forth below (the "CONVERSION PRICE"). Upon delivery to the Borrower of Holder's written request for conversion (the date of giving such notice of conversion being a "CONVERSION DATE"), the Borrower shall issue and deliver to the Holder within two business days from the Conversion Price, determined as provided hereinDate that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Fixed Conversion Price is not less than $0.25. Upon delivery to of 0.01 cent share if the Borrower conversion takes place within twelve months of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoingissuance. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such shares are electronically transferable, then delivery conversions shall be deemed to constitute conversions of outstanding principal amount applying to the Principal Amount for the Maturity Date in chronological order. In addition the conversion takes place within twelve months of the shares must issuance date a.bonus will be made by electronic transfer provided request for such electronic transfer has been made by issued of FIFTY PERCENT of the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfiedconversion amount payable in common shares.

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or interest and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) fees due and payable into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "COMMON STOCK") at the conversion price set forth below (the "CONVERSION PRICE"). Notwithstanding the foregoing, the Holder will not be permitted to convert on any Conversion PriceDate (as defined below) an amount of shares having a dollar value exceeding 25% of the aggregate dollar trading volume during the 30 trading days preceding such Conversion Date. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and the Holder relating to this Note (the "PURCHASE AGREEMENT") of the Holder's written request for conversion (the date of giving such notice of conversion being a "CONVERSION Date"), determined as provided hereinthe Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Fixed Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale Price as of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such shares are electronically transferable, then delivery conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied.Repayment Dates in

Conversion into the Borrower's Common Stock. (a) The Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this NoteNote and/or interest due and payable, and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the “Common Stock”) at the conversion price as defined in Section 2.1(b) hereof (the “Conversion Price”), determined as provided herein. Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and certain persons who are signatories thereto, including the Holder, relating to this Note (the “Purchase Agreement”) of the Holder’s written request for conversion (the date of giving such notice of conversion being a “Conversion Date”), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Purchase Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Conversion Price. The interest on In the Principal Amount event of any conversions of outstanding principal amount under this Note in part pursuant to this Article II, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates set forth in Article IV below in chronological order. By way of example, if the Holder converted $50,000 of such original principal amount prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars first Repayment Date, then ($2161) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the principal amount of interest actually paid the Monthly Amount due on such Principal Amount the first Repayment Date would equal $0 and (“Additional Interest”). Additional Interest will not be payable in 2) the event there is an effective and current Registration Statement for the resale principal amount of the Securities Monthly Amount due on the second Repayment Date would equal $0. and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion principal amount of the Note converted in accordance with Monthly Amount due on the foregoing. In third Repayment Date would equal $0 and (4) the event such shares are electronically transferable, then delivery principal amount of the shares must be made by electronic transfer provided request for such electronic transfer has been made by Monthly Amount due on the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfiedfourth Repayment Date would equal $23,964.

Conversion into the Borrower's Common Stock. (a) The Subject to the provisions set forth above, the Holder shall have the right right, but not the obligation, from and after the date of the issuance of this Note hereof, and then at any time until this Note is fully paid, to convert any outstanding and unpaid the principal portion of this Note, Note and/or interest due and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion if before 6PM Eastern Time [or if after 6PM Eastern Time, then the next business day] being a “Conversion Date”) payable into fully paid and non-assessable nonassessable shares of Common Stock common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such Common Stock stock shall hereafter be changed or reclassified, reclassified (the "COMMON STOCK") at the Conversion Price, determined fixed conversion price of $.78 subject to adjustment as provided hereinin Section 3.1(c) hereof (the "FIXED CONVERSION PRICE"). Upon delivery to the Borrower of a Notice of Conversion as described in Section 8 of the Securities Purchase Agreement entered into between the Borrower and the Holder relating to this Note (the "PURCHASE AGREEMENT") of the Holder's written request for conversion (the date of giving such notice of conversion being a "CONVERSION DATE"), the Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, to be converted, by the Fixed Conversion Price. The interest on the Principal Amount converted prior to the Maturity Date shall be increased by an amount equal to Two Hundred and Sixteen Dollars ($216) for each One Thousand Dollars ($1,000) of Principal Amount being converted (pro-rated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). Additional Interest will not be payable in the event there is an effective and current Registration Statement for the resale Price as of the Securities and such Registration Statement has been current for at least thirty (30) days prior to the Conversion Date and further provided during each day of such thirty (30) day period, the Conversion Price is not less than $0.25. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such shares are electronically transferableconversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $1,500,000 and the Holder converted $333,333 of such original principal amount prior to the first Repayment Date, then delivery (1) the principal amount of the shares must Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second Repayment Date would equal $0 and (3) the principal amount of the Monthly Amount due on each of the remaining Repayment Dates would be made by electronic transfer provided request for such electronic transfer has been made by the Holder. The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied$166,666.