Common use of Exercise of Conversion Right Clause in Contracts

Exercise of Conversion Right. The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) and delivering the Conversion Notice and this Note to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the amount being converted, and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise of the Conversion Right (such date to be no earlier than three (3) Business Days and no later than seven (7) Business Days after the day on which the Conversion Notice is issued). The conversion shall be deemed to have been effected immediately prior to the close of business on the Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non- assessable at such time. Within seven (7) Business Days after the Issue Date, a certificate for the required number of Shares shall be issued to the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then within seven (7) Business Days after the Issue Date, the Borrowers shall deliver to the Lender a replacement Note in the form hereof in the principal amount of the unconverted principal balance hereof, plus the unconverted portion of any accrued and unpaid Interest and fees, and this Note shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Note (and, if applicable, all accrued and unpaid Interest and fees), this Note shall be cancelled.

Exercise of Conversion Right. The Conversion Right conversion right shall be exercised, if at all, by surrender of the Note to Xxxxx & Xxxxxxx LLP, 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Escrow Agent") together with written notice of election executed by the Holder, which may be exercised in the form which is included with this Note (hereinafter referred to as the "Conversion Notice") to convert such Note or a specified portion thereof. The Escrow Agent shall act as escrow agent in accordance with the terms of the Off-Shore Securities Purchase Agreement being executed simultaneously herewith. The number of shares of Common Stock that shall be issuable upon conversion of the Note shall equal the amount of the outstanding principal for which a Conversion Notice is given, divided by a conversion price (the "Conversion Price") equal to the lesser of (x) $2.50 per share of Common Stock or (y) seventy five (75%) percent of the average closing bid prices of the Corporation's Common Stock as reported by the Lender by completing NASD Over-the-Counter Bulletin Board (or NASDAQ if the Corporation's shares are then trading on NASDAQ), for the five (5) consecutive trading days immediately preceding the Date of Conversion (as defined below), subject to adjustment as provided in Section 4. As promptly as practicable after surrender as herein provided, of the Note for conversion and signing the notice receipt of conversion (the “Conversion Notice”) and delivering the Conversion Notice relating thereto, the Corporation shall deliver or cause to be delivered upon the written order of the Holder of the Note so surrendered, a certificate or certificates representing the number of fully paid and this non-assessable shares of Common Stock and Warrants into which such Note is to be converted in accordance with the provisions hereof, registered in such name or names as are specified in the Conversion Notice. In case any Note shall be surrendered for partial conversion, the Corporation shall execute and deliver to the Borrower. The Conversion Notice shall provide that Escrow Agent, without charge to the Conversion Right is being exercisedHolder, shall specify a new Note or Notes in authorized denominations, in an aggregate principal amount equal to the amount being converted, and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise unconverted portion of the Conversion Right (such date to be no earlier than three (3) Business Days and no later than seven (7) Business Days after the day on which the Conversion Notice is issued)surrendered Note. The Such conversion shall be deemed to have been effected immediately prior to at the close of business on the Issue Date date when the Note shall have been surrendered for conversion together with the Conversion Notice, so that the rights of the Holder as such Holder shall cease at such time and the Shares issuable persons or persons entitled to receive the shares of Common Stock and Warrants upon conversion shall be deemed to be issued as fully paid and non- assessable at such time. Within seven (7) Business Days after the Issue Date, a certificate for the required number of Shares shall be issued to the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then within seven (7) Business Days after the Issue Date, the Borrowers shall deliver to the Lender a replacement Note in the form hereof in the principal amount of the unconverted principal balance hereof, plus the unconverted portion of any accrued and unpaid Interest and fees, and this Note shall be cancelled. If treated for all purposes as having become the Conversion Right is being exercised in respect record holder or holders of the entire Principal Amount such shares of this Note (and, if applicable, all accrued Common Stock and unpaid Interest and fees), this Note shall be cancelledWarrants.

Exercise of Conversion Right. The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) and delivering the Conversion Notice and this Note to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the amount being converted, and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise of the Conversion Right (such date to be no earlier than three (3) Business Days and no later than seven (7) Business Days after the day on which the Conversion Notice is issued). The conversion shall be deemed to have been effected immediately prior to the close of business on the Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non- non-assessable at such time. Within seven (7) Business Days after the Issue Date, a certificate for the required number of Shares shall be issued to the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then within seven (7) Business Days after the Issue Date, the Borrowers shall deliver to the Lender a replacement Note in the form hereof in the principal amount of the unconverted principal balance hereof, plus the unconverted portion of any accrued and unpaid Interest and fees, and this Note shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Note (and, if applicable, all accrued and unpaid Interest and fees), this Note shall be cancelled.

Exercise of Conversion Right. The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) and delivering the Conversion Notice and this Note to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the amount being converted, and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise of the Conversion Right (such date to be no earlier than three (3) Business Days and no later than seven (7) Business Days after the day on which the Conversion Notice is issued). The conversion shall be deemed to have been effected immediately prior to the close of business on the Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non- non-assessable at such time. Within seven (7) Business Days after the Issue Date, a certificate for the required number of Common Shares shall be issued to the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then within seven (7) Business Days after the Issue Date, the Borrowers shall deliver to the Lender a replacement Note in the form hereof in the principal amount of the unconverted principal balance hereof, plus the unconverted portion of any accrued and unpaid Interest and fees, and this Note shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Note (and, if applicable, all accrued and unpaid Interest and fees), this Note shall be cancelled.