Common use of Forced Conversion Clause in Contracts

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for 20 out of the Company’s Common Stock for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 3.15 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, earlier of (i) the closing sales price Effective Date and (ii) the date that all of the Company’s Common Stock Conversion Shares are eligible for each of resale pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the sixty (60) consecutive Trading Days immediately prior counsel to the issuance of Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Forced Conversion Notice (as defined below), which period shall have commenced only after Transfer Agent and the Original Issue Date Holder (such period the “Threshold Period”), the VWAP for 20 consecutive Trading Days, which period shall have commenced only after the earlier of the Threshold Period, exceeds $1.16 1.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 one Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, if any, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after upon the Original Issue Dateconsummation of a Qualified Public Offering, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 10 Trading Day after Days prior to the end expected effective date of any such Threshold PeriodQualified Public Offering, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date actual financial closing date of the Qualified Public Offering (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on such Forced Conversion Notice Date through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date Effective Date, (such period the “Threshold Period”), ) exceeds $1.16 9.9252 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) (the “50% Threshold Price”) or $11.7298 (subject to adjustment for reverse and (ii) in excess forward stock splits, stock dividends, stock combinations and other similar transactions of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock that occur after the Original Issue Date) (the “Threshold Price”), the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert (i) up to 50% of the then outstanding principal amount of Debentures in the case such VWAPs exceed the 50% Threshold Price for each Trading Day in the applicable Threshold Period or (ii) all or a part of the then outstanding Principal Amount principal amount of this Note plus, if so specified Debentures in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing case such VWAPs exceed the Threshold Price for each Trading Day in the applicable Threshold Period pursuant to the Holder under this NoteSection 4, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day on the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarificationNotwithstanding the foregoing, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages damages, and no Holder shall be subject to a Forced Conversion hereunder if such Forced Conversion would violate the limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations conversions set forth in Section 4 (c ) of the Note 4(c).

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) VWAPs for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such period shall have commenced commencing only after the Original Issue Date (Effective Date, such period the “Threshold Period”), ) exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 400% of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced then effective Conversion NoticePrice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after of the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert convert, at the Company’s sole discretion, all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Debentures pursuant to the Holder under this NoteSection 4, it being agreed understood that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third thirtieth Trading Day following the Forced Conversion Notice Date (such third thirtieth Trading Day, Day being referred to as the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the 10 Trading Days immediately prior to the applicable Threshold Period, during the applicable Threshold Period and from the end of the Threshold Period through and including the later of the Forced Conversion Date and the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “"Threshold Period”"), exceeds $1.16 1.39 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro 's pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, Effective Date (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Day period, which 20 consecutive Trading Day period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 300% of the Common Stock that occur after the Original Issue Date) then effective Conversion Price, and (ii) in excess the average daily trading volume for the previous 20 Trading Days exceeds the lesser of 200,000 shares (A) $250,000 or (B) 0.75% of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance total market capitalization as of the Forced Conversion NoticeNotice Date, (iii) on then the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice, ) plus all accrued but unpaid dividends thereon and all liquidated damages and other amounts owing due in respect of the Preferred Stock pursuant to the Holder under this NoteSection 6, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their each Holder’s initial purchases of Notes pursuant to the Subscription Agreement; Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion less than all shares of this Note is the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty VWAP during any 30 consecutive Trading Day period, which thirty (6030) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which Day period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 [ ] (subject to adjustment for forward and reverse and forward stock splits, stock dividendsrecapitalizations, stock combinations dividends and other similar transactions of the Common Stock that occur like after the Original Issue Date) ), and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive average daily dollar trading volume for such Threshold Period exceeds $500,000 per Trading Days immediately prior to Day, then the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing ) pursuant to the Holder under this NoteSection 6, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their initial purchases the then outstanding shares of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly convertedPreferred Stock. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of average VWAP for the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 2.40 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for any 20 out of the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 2.60 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 5 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteNote (“Forced Conversion”), it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective ; provided, however, that to the extent it would require a the Forced Conversion in excess of this Note is limited by such limitations on conversions, then the limitations in Section 4 rate of interest on this Note shall be reduced to zero (c ) of the Note 0%).

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 10.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein (a) The Corporation at its option may cause all outstanding shares of the Convertible Preferred to the contrary, if be converted into Common Stock at any time beginning 24 months after the Original Issue date of issuance, on at least 20 days' notice, at a conversion price determined as set forth in Section 4 hereof (the "Conversion Price") as of the date specified in such notice (the "Conversion Date") and otherwise on the terms set forth in said Section 4; PROVIDED, HOWEVER, that the Corporation may not exercise such right of conversion unless (i) the closing sales price Closing Price (last trade price) of the Company’s Common Stock as reported by Nasdaq for each of the sixty (60) 20 consecutive Trading Days immediately trading days prior to the issuance of date the Forced Conversion Notice (as defined in paragraph (b) below), which period shall have commenced only after ) is mailed has not on any day been less than 120% of the Original Issue Date Conversion Cap (such period the “Threshold Period”), exceeds $1.16 as defined in Section 4(d)(ii) hereof) (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations splits and other similar transactions of the Common Stock that occur after the Original Issue Date) reverse stock splits), and (ii) in excess of 200,000 the shares issuable upon conversion of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is Convertible Preferred are registered for resale by an effective registration statement covering ("Registration Statement") under the resale Securities Act of 1933, as amended (the "Act"), and a current prospectus meeting the requirements of Section 10 of the Act is available for delivery at the Conversion Date. (b) At least 30 days, but not more than 60 days, prior to the Conversion Date, written notice (the "Conversion Notice") shall be mailed, first class postage prepaid, by the Corporation to each holder of record of the Convertible Preferred, at the address last shown on the records of the Corporation for such holder, notifying such holder of the conversion which is to be effected, specifying the Conversion Date and calling upon each such holder to surrender to the Corporation, in the manner and at the place designated, a certificate or certificates representing the number of shares of Convertible Preferred held by such holder. Subject to the provisions of the following subsection (c), on or after the Conversion Date, each holder of Convertible Preferred shall surrender to the Corporation the certificate or certificates representing the shares of Convertible Preferred owned by such holder as of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company mayDate, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced manner and at the place designated in the Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to thereupon the Holder under this Noteshares issuable upon such conversion shall be delivered as provided in Section 4(b) hereof. (c) If at the Conversion Date the Registration Statement is for any reason no longer effective, it being agreed that then no shares shall be converted and the “Conversion Date” for purposes of Section 4 Notice shall be deemed to occur on be withdrawn. In such event, any certificates for Convertible Preferred which have been surrendered for conversion shall be returned to the persons surrendering the same; PROVIDED, HOWEVER, that if a holder shall have received shares of Common Stock upon conversion of Convertible Preferred after the Conversion Notice was given but before the Conversion Date, such holder may elect either to retain such Common Stock or rescind such conversion by tendering such shares of Common Stock to the Corporation. (d) On the third Trading Day following anniversary of the Forced Conversion Notice Closing Date (such third Trading Daythe "Termination Date"), the “Forced Conversion Date”). Any Forced Conversion all then outstanding shares of Convertible Preferred shall be applied ratably to all Holders based on their initial purchases of Notes automatically converted into Common Stock at the Conversion Price and otherwise pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the applicable provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations set forth in Section 4 (c ) of the Note hereof.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period period, the “Threshold Period”), exceeds $1.16 3.00 for such Threshold Period (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert (a “Forced Conversion”) all or part of the then then-outstanding Principal Amount principal amount of this Note plusNote, if so specified in the Forced Conversion Noticeplus Accreted Principal, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteNote (collectively, it being agreed the “Forced Conversion Amount”). Notwithstanding the foregoing, the Accreted Principal Amount subject to Forced Conversion in any 30-day period shall be equal to the average weekly trading volume over the prior 20 Trading Days multiplied by the current Conversion Price. (For the avoidance of doubt, the foregoing provision means that if, for example, the average weekly trading volume over the past month is 150,000 shares of Common Stock, and $1.50 is the applicable Conversion Price, then the Company could call up to $225,000 of the Notes in any such 30-day period.) The “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third twentieth Trading Day following the Forced Conversion Notice Date (such third twentieth Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders the Holder based on their its initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a the Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 0.25 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 two (2) Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture (“Forced Conversion”), it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective ; provided, however, that to the extent it would require a the Forced Conversion in excess of this Debenture is limited by such limitations on conversions, then the limitations in Section 4 rate of interest on this Debenture shall reduced to zero (c ) of the Note 0%).

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 Trading Days in any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Day period, which 30 day period shall have commenced only after the Original Issue Effective Date (such period 30 day period, the “Threshold Period”), exceeds $1.16 1.13 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue DateEffectiveness Date (as such term is defined in the Registration Rights Agreement), (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effectiveness Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale 300% of the Conversion Shares or the Conversion Shares may be immediately resold Price then in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock effect, the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note hereunder.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 Trading Days in any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which 30 Trading Day period shall have commenced only after the Original Issue Effective Date (such period 30 Trading Day period, the “"Threshold Period”"), exceeds $1.16 200% of the then-applicable Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 three Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s 's pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if (a) On or after the Original Issue second anniversary of the Closing Date, the Issuer may, at its option, from time to time, elect to convert (a “Forced Conversion”) a portion of the outstanding Notes into the number of shares of Common Stock issuable upon conversion pursuant to Section 10.01 (with cash in lieu of any fractional share as provided for herein) based on the Conversion Price then in effect if, and only if (i) the closing sales price Daily VWAP of the Company’s Common Stock for each has been at least 200% of the sixty Conversion Price then in effect on at least 30 Trading Days (60whether or not consecutive) in the period of 45 consecutive Trading Days ending on, and including, the Trading Day immediately prior to the issuance of preceding the Forced Conversion Notice Date, (as defined below), which period shall have commenced only after ii) the Original Issue Date (such period Issuer provides the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse Forced Conversion Notice on a Trading Day and forward stock splits, stock dividends, stock combinations and other similar transactions the Daily VWAP of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares is at least 200% of the Company’s Common Stock has traded Conversion Price in effect on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the such Forced Conversion Notice, Notice Date and (iii) a registration statement covering the resale of the shares of Common Stock issuable upon such Forced Conversion is effective and available for use by the holders of converted Notes on the Forced Conversion Notice Date and thereafter there is an effective the Issuer in good faith expects such registration statement covering to remain effective and available for such purpose, without any blackout on the resale use thereof (any period when a blackout is in effect, a “Blackout Period”), for a period of at least twenty (20) days after the Forced Conversion Date, provided, that, in the event that the Issuer provides written notice of any Forced Conversion that would be effective but for the fact that the date of such written notice falls within any Blackout Period, such Forced Conversion shall only be effective if (A) the Daily VWAP of the Common Stock is at least 200% of the Conversion Shares or Price then in effect on each of the first two Trading Days immediately following the last day of such Blackout Period, (B) the Issuer provides written confirmation of such Forced Conversion Shares on the second such Trading Day to all holders of the Notes and (C) the foregoing clause (iii) is satisfied on such second Trading Day, and in such event such second Trading Day shall be deemed the Forced Conversion Notice Date. Notwithstanding anything to the contrary herein, the Issuer shall not be permitted to exercise the Forced Conversion right at any one time with respect to a principal amount of Notes exceeding 25% of the aggregate original principal amount of all Initial Notes, First Amendment Notes and Delayed Draw Notes, if any, that have been issued hereunder (in each case, plus the amount of any interest thereon that has been capitalized thereon), and if the Issuer exercises the Forced Conversion right on any Trading Day, the Issuer may be not exercise the Forced Conversion right again until the Trading Day immediately resold following the date on which the shares of Common Stock issuable in accordance connection with the provisions of Rule 144 ,former Forced Conversion have been delivered to the applicable Purchasers. (ivb) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers In order for the Common Stock the Company may, within 1 Trading Day after the end Issuer to exercise its right to elect a Forced Conversion of any such Threshold Periodportion of the outstanding Notes pursuant to this Section 10.02, deliver a the Issuer shall give written notice to (the Holder (a “Forced Conversion Notice” and ”) to all holders of the Notes on a Trading Day (the date of such notice is delivered to the Holdernotice, the “Forced Conversion Notice Date”) stating that the Issuer elects to cause the Holder to convert all or part force conversion of such portion of the then outstanding Principal Amount Notes pursuant to this Section 10.02 and shall state therein (i) the outstanding principal amount of this Note plussuch Purchaser’s Notes to be converted, if so specified in (ii) the Conversion Price on the Forced Conversion Notice, accrued but unpaid liquidated damages Notice Date and other amounts owing (iii) the Issuer’s computation of the number of shares of Common Stock (together with cash in lieu of any fractional share) to be received by the Holder under this Note, it being agreed that Purchaser. The Issuer shall deliver the “shares of Common Stock (together with cash in lieu of any fractional share) issuable upon any Forced Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day immediately following the applicable Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any For the avoidance of doubt, the exercise by the Issuer of its Forced Conversion right shall not limit or otherwise affect the right of any holder to convert all or any portion of its Notes at any time prior to the Forced Conversion Date. The Forced Conversion Notice Date with respect to any Forced Conversion shall be applied ratably deemed to all Holders based on their initial purchases of Notes be the Conversion Date with respect to such Forced Conversion. (c) Any Forced Conversion pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder this Section 10.02 shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of made in compliance with the provisions of Section 4, including, without limitation, 10.03 and the provision requiring payment other applicable provisions of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note this Article 10.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 out of any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 ____2 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein Subject to the contraryterms hereof, if after in the Original Issue Date, (i) event that the closing sales bid price of per ADR as reported by the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice Principal Market is greater than $2.50 (as defined below), which period such figure shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment be appropriately and equitably adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Datereorganizations) and for twenty (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (6020) consecutive Trading Days immediately prior to the issuance of the Forced Conversion NoticeDays, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with shall have the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice right to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause compel the Holder to convert all or part a portion of Tranche B hereunder (and only Tranche B, not Tranche A) at the then outstanding Principal Amount of this Note plusConversion Price in effect on the conversion date; provided, if so specified in however, that (1) the Company shall provide at least ten (10) Trading Days prior written notice ("Forced Conversion Notice") to Holder of its election hereunder, accrued but unpaid liquidated damages specifying the principal amount of Tranche B to be converted and other amounts owing to the date by which the Holder under this Note, it being agreed that the “must have converted such principal amount ("Forced Conversion Date” for purposes of Section 4 shall be deemed to occur on ") and, (2) the third Trading Day following Company must deliver the Forced Conversion Notice Date no earlier than the end of such 20-Trading Day period and no later than three (3) Trading Days following the end of such third 20-Trading DayDay period, (3) the “closing bid price per ADR shall exceed such $2.50 figure (as adjusted for stock splits, stock combinations and reorganizations) at the time of delivery of the Forced Conversion Notice and on each Trading Day thereafter through and including the Forced Conversion Date”). Any , (4) there shall be Effective Registration at all times during such 20-Trading Day period and all times thereafter through and including the Forced Conversion shall be applied ratably Date, and (5) the Holder may continue to convert any or all Holders based on their initial purchases of Notes pursuant to this Note after receiving the Subscription Agreement; provided that any voluntary Company's election notice under this Section (which conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing principal amount required to be converted on the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion Date unless specified otherwise by the Holder). Such forced conversion shall be subject to and governed by all the provisions relating to voluntary conversion of the provisions of Section 4, including, without limitationNote contained herein. Notwithstanding anything to the contrary herein, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice Company shall be effective prohibited from forcing conversion hereunder to the extent it that such conversion would require a Conversion result in excess of the Holder hereof exceeding the limitations contained in Section 4 (c 3(i) of the Note below.

Forced Conversion. Notwithstanding anything herein If the Borrower completes a public offering of its Common Stock, then the Borrower shall have the right to require the contraryHolder to convert all, if after or any part, of this Note for Shares in accordance with this Section 4(c) and the Original Issue Date, mechanics set forth in this Section 4 (ithe “Forced Conversion”) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of on the Forced Conversion Notice Date (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject . The Borrower may exercise its right to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the require a Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver by delivering a written notice thereof by facsimile or overnight courier to the Holder (a the “Forced Conversion Notice” and the date the Holder received such notice is delivered referred to the Holder, as the “Forced Conversion Notice Date”). The Forced Conversion Notice shall (x) to cause state the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in date on which the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any ) which date shall not be less than five (5) days nor more than twenty (20) days following the Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocationNotice Date, thereby decreasing and (y) state the aggregate amount forcibly converted hereunder if only a portion Conversion Amount of this Note which is forcibly converted. For purposes of clarification, a being converted in such Forced Conversion shall be from the Holder pursuant to this Section 4(c) on the Forced Conversion Date. At any time prior to the Forced Conversion Date, the Conversion Amount subject to all of such Forced Conversion may be converted, in whole or in part, by the provisions of Holder into Common Shares pursuant to Section 4, including, without limitation, 4(b). All such Conversion Amounts converted by the provision requiring payment of liquidated damages and limitations on conversions. No Holder after the Forced Conversion Notice Date shall reduce the Conversion Amount of this Note required to be effective to converted on the extent it would require a Forced Conversion in excess Date. In the event the average closing price of the limitations in Section 4 Common Stock for the five (c 5) of Trading Days immediately preceding, but not including, the Note Maturity Date is equal to or greater than $4.00 (subject to adjustment for stock splits, dividends, etc.), then on the Maturity Date, Holder must convert all remaining Principal due under this Note.

Forced Conversion. Notwithstanding anything herein to If, at any time after one (1) year following the contrary, if after the Original Issue initial Closing Date, (i) the closing sales price of the Company’s Common Stock has been listed or quoted for each trading on any Trading Market other than the OTC Bulletin Board for a period of the sixty ninety (6090) consecutive Trading Days immediately prior to the issuance of preceding the Forced Conversion Notice Date set forth below, (as defined below)ii) no default notice has been received by the Company from any such Trading Market during or with respect to the foregoing time period, which period shall have commenced only after and (iii) the Original Issue VWAP for any 20 out of 30 consecutive Trading Days immediately preceding the Forced Conversion Date (such period set forth below exceeds three times the “Threshold Period”), exceeds $1.16 Conversion Price (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Closing Date), then this Note shall automatically be converted into Conversion Shares, as if an election to convert all outstanding principal and accrued but unpaid interest of this Note had then been made by the Holder under Section 4(a), either: (i) upon a date (after one (1) year following the initial Closing Date) and for such forced conversion of all the Notes specified by the written consents, delivered to the Company, by the holders of at least seventy five percent (75%) in principal amount of the then outstanding Notes; or (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance closing of a Conversion Fundamental Transaction (provided, for the avoidance of doubt, such closing occurs after one (1) year following the initial Closing Date). The conversion date so specified under (i) of the Forced Conversion Noticepreceding sentence, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions date of Rule 144 ,such closing under (ivii) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (each a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) ), shall be deemed to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that be the “Conversion Date” for purposes of this Section 4 shall be deemed 4. The Holder may elect, by giving written notice of such election to occur on the third Company at least five (5) Trading Day following Days before the closing of a Conversion Fundamental Transaction, to avoid such a forced conversion of this Note by selling this Note to the Company or its designated assignee, concurrently with such closing, for a cash payment equal to the Forced Conversion Amount at the time of such closing. Notice Date of any proposed Conversion Fundamental Transaction and such election shall be given to the Holder at least fifteen (15) calendar days before such third Trading Dayclosing. In connection with such purchase, the Holder shall assign this Note to the Company or its assignee, free and clear of any liens, claims or encumbrances other than transfer restrictions under applicable securities laws. A “Conversion Fundamental Transaction” shall mean a Fundamental Transaction: (1) which is approved by the Company’s Board of Directors; (2) pursuant to which each holder of a Note converted into Conversion Shares as a result of such Conversion Fundamental Transaction will receive for such Conversion Shares consideration having a fair market value (as reasonably determined by the Company’s Board of Directors) at least equal to the Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to Amount for that Note; and (3) under which the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all consideration received for each outstanding share of the provisions of Section 4, including, without limitation, Company’s Common Stock is the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note same.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for 20 out of the Company’s Common Stock for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 0.75 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrarycontrary and subject to the conditions hereunder, if after the Original Issue Date, (i) the closing sales price 12 month anniversary of the Company’s Common Stock date of the Purchase Agreement, the Closing Price for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below"THRESHOLD PERIOD"), which 20 consecutive Trading Day period shall have commenced only after the Original Issue Date (such period the “Threshold Period”)anniversary date, exceeds $1.16 3.50 and (subject to adjustment ii) the average daily trading volume for reverse the same period exceeds 100,000 shares (both (i) and forward (ii) hereof adjusted for any stock splits, stock dividends, stock combinations reverse splits and other similar transactions of the Common Stock that occur like occurring after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock then the Company may, within 1 two Trading Day after Days of the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “Forced Conversion Notice” "FORCED CONVERSION NOTICE" and the date such notice is delivered to received by the Holder, the “Forced Conversion Notice "FORCED CONVERSION NOTICE Date”") to cause the Holder to immediately convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Debentures pursuant to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the 4. The Company may only effect a Forced Conversion Notice Date (such third Trading Day, if all of the “Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion Date”)Conversion. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against . Notwithstanding anything herein to the Holder’s pro rata allocationcontrary, thereby decreasing in the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, event the Company issues a Forced Conversion Notice and, because of any limitation on issuance, it is unable to force (i) the portion of the unpaid principal amount of the Debenture that cannot be converted (the "BLOCKED AMOUNT") shall remain outstanding (and the Maturity Date with respect thereto shall be subject extended, if applicable) until such time as the Holder converts the Blocked Amount into Common Stock in accordance with this Debenture or the Company repays the Blocked Amount or converts the Blocked Amount into Common Stock in accordance with this Debenture; (ii) interest on the Blocked Amount shall cease to all of accrue from and after the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice Date; (iii) the Holder shall be effective continue to have the right to convert the Blocked Amount into Common Stock from and after the Forced Conversion Notice Date in accordance with the terms of this Debenture; and (iv) the Company shall have the right to convert the Blocked Amount, or portion thereof, into shares of Common Stock in accordance with the terms of this Debenture upon written notice to the extent it Holder the first moment after the Forced Conversion Notice Date when Section 4(c)(ii) would require a Conversion in excess of not prevent such conversion, subject to the limitations in Section 4 (c ) of the Note Equity Conditions.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 10.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of up to 50% of the then outstanding Principal Amount principal amount of this Note Debenture (100% of the outstanding principal amount of this Debentures if the VWAP for each Trading Day during a Threshold Period exceeds 300% of the then effective Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date)) plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third twentieth Trading Day following the Forced Conversion Notice Date (such third twentieth Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue later of the date that Shareholder Approval is obtained and deemed effective and the Effective Date, either (ia) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue later of the date that Shareholder Approval is obtained and deemed effective and the Effective Date (such period the “Threshold Period”), exceeds $1.16 1.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares date of the Company’s Common Stock has traded on each of sixty Purchase Agreement) or (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(ivb) the Company is current in its required Periodic Filings with the SEC and (v) there are achieves an EBITDA of at least $2 market makers million per fiscal quarter for the Common Stock two consecutive fiscal quarters, the Company may, within 1 Trading Day after the end of any such Threshold PeriodPeriod or public announcement of quarterly earnings, as applicable, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue six month anniversary of the Effective Date, (i) the closing sales price of the Company’s Common Stock Closing Price for each of the sixty (60) Trading Day during any consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)20 calendar days, which period shall have commenced only after the Original Issue Date (six month anniversary of the Effective Date, such period the “Threshold Period”), ) exceeds $1.16 15.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 the average daily volume for such Threshold Period exceeds 100,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeOriginal Issue Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part up to 50% of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Noteinterest, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Notwithstanding anything herein to the contrary, the Company may only deliver an additional Forced Conversion Notice provided that such second Forced Conversion Notice Date is at least 13 months following the Original Issue Date and each Forced Conversion Notice is dependent on a separate Threshold Period from a prior Forced Conversion Notice. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 0.10 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess the average dollar daily trading volume of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock during the Threshold Period shall not be less than $250,000, the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus the Make-Whole Amount in respect thereof plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after on the Original Issue Maturity Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 upon 30 Trading Day after the end of any such Threshold Period, deliver a Days’ prior written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to ), cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Maturity Date. The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day following occurring from the Forced Conversion Notice Date (such third Trading Day, through the “Forced Conversion Maturity Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Exchange Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock bid prices for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (Effective Date, such period the “Threshold Period”"THRESHOLD PERIOD"), ) exceeds $1.16 200% of the Set Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 the average daily volume for such Threshold Period exceeds 100,000 shares of the Company’s Common Stock has traded on each per Trading Day (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock that occur after the Original Issue Date), the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” "FORCED CONVERSION NOTICE" and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”"FORCED CONVERSION NOTICE DATE") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts interest owing to the Holder under this Notepursuant to Section 4, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"FORCED CONVERSION DATE"). The Company may not deliver a Forced Conversion Date”)Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of each Forced Conversion Date and the Trading Day such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion Notices shall be applied ratably to all Holders based on their in proportion to each Holder's initial purchases of Notes pursuant to the Subscription Agreement; Debentures, provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro 's pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue later of the date the Company receives Shareholder Approval and the Effective Date, (i) the closing sales price of average VWAP for the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue later of the Shareholder Approval Date and the Effective Date (such period the “Threshold Period”), exceeds $1.16 3.48 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after one year following the Original Issue initial Closing Date, (i) the closing sales price VWAP for any 20 out of the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such 30 Trading Day period being the “Threshold Period”), ) exceeds $1.16 1.60 (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue such Closing Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock then the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this Note, it being agreed that at the “Conversion Date” for purposes of Section 4 shall be deemed Price on or prior to occur on the third tenth Trading Day following the Holder’s receipt of such Forced Conversion Notice Date (such third Trading Daydate, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 1.20 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third twentieth Trading Day following the Forced Conversion Notice Date (such third twentieth Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder during the period commencing on the Forced Conversion Notice Date through the date the Conversion Shares subject to such Forced Conversion are delivered to the Holder shall be applied against the Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) ‌ If following the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately Offering and prior to the issuance Maturity Date, the daily VWAP of the Common Shares on the CSE (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 20 consecutive trading days exceeds $0.75, as adjusted in accordance with Section 6.5, the Corporation may force conversion of all but not less than all of the principal amount (less any tax required by law to be deducted or withheld) of the Debentures at the Conversion Price, upon giving the Debentureholders 30 days advance written notice by way to the Trustee in accordance with Section 13.3 (the “Forced Conversion Notice”) and concurrently issuing a news release, provided however that the Forced Conversion Notice Date (as defined below), ) shall not be a date which period shall have commenced only is earlier than four (4) months and one (1) day after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions date of issuance of the Common Stock that occur after the Original Issue Date) Debentures. The Corporation shall pay all accrued and unpaid interest (iiless any tax required by law to be deducted or withheld) in excess cash. The holder of 200,000 shares of a Debenture may convert such Debenture in whole or in part into Common Share until 4:30 p.m. (Vancouver time) on the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately Business Day prior to the issuance date the Debenture is forced to convert in the manner provided in Section 6.4. In the event that the Corporation exercises its right to force conversion of all of the principal amount of the Debentures pursuant to this Section 6.7, the effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice, ; or (iiib) on the Forced Conversion Notice Date and thereafter there if no date is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified stipulated in the Forced Conversion Notice, accrued but unpaid liquidated damages the date that is 30 days following the date of such Forced Conversion Notice, and other amounts owing to the Holder under this Note, it being agreed that the “upon such Forced Conversion Date” for purposes : (i) all of Section 4 the principal amount (less any tax required by law to be deducted or withheld) of the Debentures shall be deemed to occur on be converted into Common Shares at the third Trading Day following then applicable Conversion Price; and (ii) the Debentureholders shall be entered in the books of the Corporation as at the Forced Conversion Notice Date (such third Trading Dayas the holder of the number of Common Shares, as applicable, into which the Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Vancouver, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, by the Debentureholders, or in the case of Uncertificated Debentures, the “Forced Conversion Date”). Any Forced Conversion surrender of interests in the Debentures through the Depository’s non-certificated system, the Corporation shall be applied ratably to all Holders based on their initial purchases of Notes pursuant deliver to the Subscription Agreement; provided that any voluntary conversions Debentureholders certificates for the Common Shares or deposit Common Shares through the Depository’s non- certificated system, as applicable, for the Common Shares into which the Debentures held by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly them have been converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein At any time following the date upon which there are no outstanding shares of Existing Preferred Stock, the Corporation may automatically convert all of the then outstanding shares of Series E Preferred Stock into Common Stock at the then effective Conversion Price (such automatic conversion, the “Forced Conversion”), if, after giving effect to the contraryForced Conversion, if after the Original Issue Date, (i) Conversion Shares issued to the closing sales price Holder upon such Forced Conversion plus the number of the Company’s shares of Common Stock for each of owned by the sixty (60) consecutive Trading Days Holder immediately prior to the issuance of the such Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions equal a number of the shares of Common Stock that occur after is greater than fifty percent (50%) of the Original Issue Datethen outstanding Common Stock. The Holder will be given at least five (5) Business Days’ prior written notice of the date fixed and (ii) in excess the place designated for mandatory conversion of 200,000 all of such shares of Series E Preferred Stock pursuant to this Section 8. Such written notice shall be given by the CompanyCorporation to the Holder in accordance with Section 10(a). On or before the date fixed for conversion the Holder shall surrender its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of Conversion Shares into which the Holder’s Common shares of Series E Preferred Stock are convertible. On the date fixed for conversion, all rights with respect to the Series E Preferred Stock so converted will terminate, except only the rights of the Holder, upon surrender of its certificate or certificates therefor, to receive certificates for the number of Conversion Shares into which such Series E Preferred Stock has traded on each been converted and payment of sixty (60) consecutive Trading Days immediately prior any declared and unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the issuance Corporation, duly executed by the Holder. All certificates evidencing shares of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may Series E Preferred Stock which are required to be immediately resold surrendered for conversion in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC hereof shall, from and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is certificates are so required to be surrendered, be deemed to have been retired and canceled and the shares of Series E Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the Holder to surrender such certificates on or prior to such date. As soon as practicable after the date of such mandatory conversion and the surrender of the certificate or certificates for Series E Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarificationor its written order, a Forced certificate or certificates for the number of Conversion shall be subject to all of Shares issuable on such conversion in accordance with the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages hereof and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations cash as provided in Section 4 (c 6(d)(i) in respect of the Note any fraction of a share of Common Stock otherwise issuable upon such conversion.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, twelve (i12) the closing sales price month anniversary of the Company’s Common Stock date of the Purchase Agreement, the VWAP for each of the sixty any thirty (6030) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date twelve (12) month anniversary of the date of the Purchase Agreement (such period the “Threshold Period”), exceeds $1.16 250% of the then Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third (3rd) Trading Day following the Forced Conversion Notice Date (such third (3rd) Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock VWAP for each Trading Day during any period of the sixty (60) 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only commencing after the Original Issue Effective Date (such period the a “Threshold Period”), ) exceeds (x) $1.16 40.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions affecting the number of outstanding shares of the Common Stock that occur after the Original Issue Date) for any Threshold Period ending on or prior to May 31, 2008 or (y) $30.00 (subject to adjustment for reverse and (ii) in excess forward stock splits, stock dividends, stock combinations and other similar transactions affecting the number of 200,000 outstanding shares of the Company’s Common Stock has traded that occur after the Original Issue Date) for any Threshold Period ending on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticeor after May 31, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company 2008, Borrower may, within 1 three Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder all holders of Notes (a “Forced Conversion Notice” and the date such notice is delivered to received or deemed received by the Holderholders, the “Forced Conversion Notice Date”) to cause the Holder and all other holders of Notes to immediately convert all or part of the then then-outstanding Principal Amount of Notes pursuant to this Note plusSection 5, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” shall surrender its Note to Borrower for purposes conversion within five Trading Days of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Date. Borrower may only effect a Forced Conversion Notice if and to the extent all of the Equity Conditions have been met during the Threshold Period through the date which is five Trading Days after the Forced Conversion Notice Date”). Any Forced Conversion Notices covering less than all outstanding Notes shall be applied ratably to all Holders based on their initial purchases of the holders of Notes on the basis of the outstanding principal of the Notes. Notwithstanding anything herein to the contrary, if as to any Holder, the amount of Notes subject to a Forced Conversion Notice is limited by virtue of Section 5(b) above (“Unconverted Notes”), such Unconverted Notes shall be automatically converted on each 75th day anniversary of the Forced Conversion Notice Date to the extent permitted pursuant to Section 5(b) and subject to the Subscription Agreementsatisfaction of the Equity Conditions on such date, until all of such Holder’s Notes are converted, notwithstanding the market price of such stock on such anniversary dates; provided provided, however, such Holder shall use reasonable best efforts to reduce its beneficial ownership of the Common Stock to the extent that any voluntary conversions by a on the next 75th day anniversary date such Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject able to convert all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note its Unconverted Preferred Stock.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) 20 out of 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 2.25 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of up to 50% of the then outstanding Principal Amount principal amount of this Note Debenture (increasing to 100% of the outstanding principal amount of this Debentures if the VWAP for 20 out of the 30 Trading Days during a Threshold Period exceeds $2.625 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless (x) all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder and (y) such Forced Conversion Notice includes a representation from the Company that there are no pending or proposed financings, Fundamental Transactions or Change of Control Transactions of any nature under consideration or discussion. The Company can only effect one Forced Conversion during any 40-Trading Day period. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue first Monthly Redemption Date, (i) the closing sales bid price of on the Company’s Common Stock principal Trading Market for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue first Monthly Redemption Date (such period the “"Threshold Period”"), exceeds $1.16 0.30 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s 's pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, either (i) the closing sales price of the Company’s Common Stock as reported on the Trading Market for each of the sixty (60) any 20 Trading Days in any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Day Period, which 30 Trading Day period shall have commenced only after the Original Issue Date (such period 30 Trading Day period, the “Threshold Period”), exceeds $1.16 200% of the then-applicable Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and or (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers average daily trading volume for the Common Stock on the principal Trading Market exceeds 100,000 shares per Trading Day for any 20 Trading Days in any Period and the closing price of the Common Stock as reported on the Trading Market for any 20 Trading Days in any Threshold Period exceeds 100% of the then-applicable Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), the Company may, within 1 five Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages interest and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 6(b) shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion conversion effected pursuant to this Section 6(b) shall be applied ratably to all Holders holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrarycontrary contained herein and subject to any required regulatory approval and provided no Event of Default has occurred and is continuing, if after the Original Issue Dateif, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately at any time prior to the issuance Maturity Date, the VWAP of the Common Shares on the TSXV (or such other recognized stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days exceeds $7.05, as adjusted in accordance with Section 6.5, the Corporation may force the conversion of all but not less than all of the principal amount of the then outstanding Debentures at the then applicable Conversion Price, upon giving the Debentureholders not less than 30 days advance written notice the “Forced Conversion Notice”), in accordance with Section 13.2. On the Business Day immediately preceding the effective date that the forced conversion shall occur, the Corporation shall pay to the Trustee in lawful money of Canada an amount equal to all accrued and unpaid interest on the Debentures, less any tax required to be deducted, for payment onto the Debentureholders. In the event that the Corporation exercises its right to force conversion of all of the principal amount of the then outstanding Debentures pursuant to this Section 6.7, the effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice (as defined below), which period shall have commenced only after not be less than 30 days from the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance date of the Forced Conversion Notice, ; or (iiib) on the Forced Conversion Notice Date and thereafter there if no date is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified stipulated in the Forced Conversion Notice, accrued but unpaid liquidated damages the date that is 30 days following the date of such Forced Conversion Notice, and other amounts owing to the Holder under this Note, it being agreed that the “upon such Forced Conversion Date” for purposes : (i) all of Section 4 the principal amount of the then outstanding Debentures shall be deemed to occur on be converted into Common Shares at the third Trading Day following then applicable Conversion Price; (ii) all accrued and unpaid interest to and including the Forced Conversion Notice Date (such third Trading Dayless any tax required by law to be deducted or withheld) shall become payable to the Debentureholders; and (iii) the registered holders shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of Common Shares, as applicable, into which the Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Toronto, Ontario by the Debentureholders, or in the case of Uncertificated Debentures, the “Forced Conversion Date”). Any Forced Conversion surrender of interests in the Debentures through the Depository’s non-certificated system, the Corporation shall be applied ratably to all Holders based on their initial purchases of Notes pursuant deliver to the Subscription Agreement; provided that any voluntary conversions Debentureholders certificates for the Common Shares or deposit Common Shares through the Depository’s non-certificated system, as applicable, for the Common Shares into which the Debentures held by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly them have been converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue one year anniversary of the Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue one year anniversary Effective Date (such period the “Threshold Period”), exceeds $1.16 0.4375 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of up to 50% of the then outstanding Principal Amount principal amount of this Note Debenture (increasing to 100% of the outstanding principal amount of this Debentures if the VWAP for each Trading Day during a Threshold Period exceeds $0.5625 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date)) plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue 6 month anniversary of the Closing Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue 6 month anniversary of the Closing Date (such period the “Threshold Period”), exceeds $1.16 0.42 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of $500,000 (the then outstanding Principal Amount “Initial Forced Conversion Amount”) of the principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). In addition, after Forced Conversions aggregating the initial Forced Conversion Amount have been effected, as described above, if after such Forced Conversion(s), the VWAP for each of any 10 consecutive Trading Day period, which 10 consecutive Trading Day period shall have commenced only after initial Forced Conversion Date (“Second Forced Conversion Threshold Period”), exceeds $0.52 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), the Company may, within 1 Trading Day after the end of any such Second Forced Conversion Threshold Period, deliver a written notice to the Holder (a “Second Forced Conversion Notice” and the date such notice is delivered to Holder, the “Second Forced Conversion Notice Date”) to cause the Holder to convert all or part of $500,000 of the principal amount of this Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this Debentures, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Second Forced Conversion Date”). The Company may not deliver a Forced Conversion or Second Forced Conversion Notice, and any Forced Conversion and Second Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period and Second Forced Conversion Threshold Period through and including the later of the applicable Forced or Second Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holder pursuant to the Forced Conversion or Second Forced Conversion Notice, as applicable. Any Forced Conversion and Second Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions at any time prior to a Forced Conversion Date or Second Forced Conversion Date by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion and Second Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, If (i) the closing sales price VWAP of the Company’s Common Stock for each of the sixty (60) consecutive at least 20 Trading Days during the 30 Trading Day period immediately prior to preceding the issuance delivery of the a Forced Conversion Notice pursuant to this Section 7(b) (as defined below), which period shall have commenced only after the Original Issue Date (such period the a “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale been at least 140% of the Conversion Shares or Price then in effect, the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 one Trading Day after the end of any such Threshold Period, deliver by delivery of a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to ), cause the each Holder to convert all or part any portion of such Holder’s Preferred Stock (as specified in such Forced Conversion Notice, which shall apply to the Holders pro rata based on the number of shares of Preferred Stock held by each of them if such conversion is for less than all of the then outstanding Principal Amount shares of this Note plus, if so specified in Preferred Stock) into shares of Common Stock at the Forced applicable Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteRatio, it being agreed that the “Conversion Date” for purposes of Section 4 7(b) shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be applied ratably effective under any of the following circumstances: (i) if the Forced Conversion Notice is delivered prior to the earlier of (a) the Maturity Date (as defined in the Specified Second Lien Credit Agreement) and (b) the exercise by the lenders of the Term Loan Conversion and Delayed Draw Term Loan Conversion (in each case, as defined in the Specified Second Lien Credit Agreement) pursuant to Sections 11.01 and 11.02 of the Specified Second Lien Credit Agreement, respectively, (ii) if the Corporation has previously exercised the Borrower Conversion Right (as defined in the Specified Second Lien Credit Agreement) pursuant to Section 11.04 of the Specified Second Lien Credit Agreement as to all Holders based of the outstanding Term Loan and Delayed Draw Term Loans (in each case, as defined in the Specified Second Lien Credit Agreement) or (iii) if all of the Equity Conditions are not met on their initial purchases both of Notes pursuant to (A) the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against applicable Forced Conversion Notice Date and (B) the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly convertedapplicable Forced Conversion Date. For purposes the avoidance of clarificationdoubt, (i) a Forced Conversion shall be subject to all of the provisions of this Section 47, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective conversions and (ii) the Corporation is not entitled to force the extent it would require a Conversion in excess conversion of the limitations Preferred Stock except as expressly provided in this Section 4 (c ) of the Note 7.

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price effective date of the Company’s Common Stock for Registration Statement, each of the sixty (60) VWAPs for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period commencing only after such effective date, such period the “"Threshold Period”"), ) exceeds $1.16 0.375 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess original issue date of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticethis note), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 at any time after the fifth (5th) Trading Day after the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to received by the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to immediately convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in at the then current Conversion Price (a "Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Conversion"). The Company may only effect a Forced Conversion Notice Date if all of the conditions specified in Subsection (such third Trading Day, b) below are met through the “applicable Threshold Period until the date of the applicable Forced Conversion Date”)and through and including the date such shares of Common Stock are issued to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; Purchase Agreement or in the Additional Note and Warrant Financing. (b) The Company may effect a Forced Conversion if at such time the conditions below are satisfied: (i) there is an effective Registration Statement covering the resale of the shares issuable on conversion of this Note or, alternatively, the shares issuable upon conversion of the Note are subject to the provisions of Rule 144(k) promulgated under the Securities Act of 1933, as amended, and (ii) the Common Stock of the Company, including the Conversion Shares to be issued on the Mandatory Conversion Date, are eligible for trading on a Trading Market. (c) The provisions of Section 3.4 shall apply on the date of the Forced Conversion. If, as a result of such provisions, the entire portion of the Note provided that any voluntary conversions by a Holder for in the Forced Conversion Notice is not converted as herein provided, the Company, without further notice to the Holder, shall be applied against deemed to have timely given one or more Forced Conversion Notices for the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a balance of such portion providing for successive Forced Conversion dates until such portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion fully converted or paid in excess of the limitations in Section 4 full (c ) of the Note or some combination thereof).

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) VWAPs for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such period shall have commenced commencing only after the Original Issue Date (Effective Date, such period the “"Threshold Period”"), ) exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 200% of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced then effective Conversion NoticePrice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after of the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to received by the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert convert, at the Company's sole discretion, all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Debentures pursuant to the Holder under this NoteSection 4, it being agreed understood that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third thirtieth Trading Day following the Forced Conversion Notice Date (such third thirtieth Trading Day, Day being referred to as the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the 10 Trading Days immediately prior to the applicable Threshold Period, during the applicable Threshold Period and from the end of the Threshold Period through and including the later of the Forced Conversion Date and the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, the Company raises gross proceeds of at least $8 million, in the aggregate, in one or more subsequent financings (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold PeriodMinimum Proceeds”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 3 Trading Day Days after the end receipt of any such Threshold Periodthe Minimum Proceeds, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages interest and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”); provided, that no Forced Conversion Notice may be delivered after the date that is 90 days prior to the Maturity Date. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (Effective Date, such period the “Threshold Period”), ) exceeds $1.16 200% of the then effective Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 the average daily volume for such Threshold Period, which Threshold Period shall have commenced only after the Effective Date, exceeds 100,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeOriginal Issue Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebentures, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third 20th Trading Day following the Forced Conversion Notice Date (such third 20th Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price VWAP for any 20 out of the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such 30 Trading Day period being the “"Threshold Period”), ") exceeds $1.16 0.75 (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock then the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so as specified in such Forced Conversion Notice ("Forced Conversion Amount") at the Conversion Price ("Forced Conversion") on or prior to the tenth Trading Day following the Holder's receipt of such Forced Conversion Notice (such date, the "Forced Conversion Date"). The Company may not deliver a Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder under this Note, it being agreed that (except clause (xii) of the “Conversion Date” for purposes of Section 4 Equity Conditions shall be deemed to occur on apply only during the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”Threshold Period). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases original principal amount of Notes pursuant to the Subscription Agreement; Notes, provided that any voluntary conversions by a Holder shall be applied against the Holder’s 's pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. (a) Subject to the provisions of this Section 11, at any time after February 26, 2025, the Issuer may, at its option, force the conversion of the Securities into Common Stock at the then-applicable Conversion Rate (a “Forced Conversion”). Notwithstanding anything herein to the contrarycontrary herein, if after in the Original Issue event of a Forced Conversion, interest on the Securities shall continue to accrue up to, and including, the day immediately preceding the Forced Conversion Date, . (b) With respect to each Forced Conversion: (i) the closing sales price of the Company’s Common Stock must be trading on an Eligible Exchange; (ii) the Daily VWAP for each any twenty (20) of the sixty thirty (6030) consecutive VWAP Trading Days ending on and including the VWAP Trading Day immediately prior to preceding the issuance date of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions ) must exceed 170% of the Common Stock that occur after Conversion Price; (iii) the Original Issue Date) and (ii) in excess of 200,000 shares of closing price on the Company’s Common Stock has traded Eligible Exchange on each of sixty (60) consecutive the Trading Days Day immediately prior to preceding the issuance date of the Forced Conversion Notice, Notice must exceed 170% of the Conversion Price; (iiiiv) on no Defaulted Amounts may exist at any time from and including the date of the Forced Conversion Notice Date up to and thereafter there is an effective registration statement covering including the resale of the Forced Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and Date; (v) the Forced Conversion shall apply to up to 50% of the principal amount of Securities (the “Initial Forced Conversion Amount”), provided that at the time of such Forced Conversion there are at least 2 market makers has been an average daily volume of 30,000 shares of Common Stock traded on an Eligible Exchange for the Common Stock ninety (90) consecutive calendar day period immediately preceding the Company may, within 1 Trading Day after date of the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion NoticeNotice (which, for the avoidance of doubt may include the ninety (90) consecutive calendar day period immediately prior to February 26, 2025); the remaining 50% of the principal amount of Securities (the “Subsequent Forced Conversion Amount,” and together with the date such notice is delivered to the HolderInitial Forced Conversion Amount, the “Forced Conversion Amount”), shall only be subject to the Forced Conversion if at the time of such Forced Conversion there has been an average daily volume of 50,000 shares of Common Stock traded on an Eligible Exchange for the ninety (90) consecutive calendar day period immediately preceding the date of the Forced Conversion Notice (which, for the avoidance of doubt may include the ninety (90) consecutive calendar day period immediately prior to February 26, 2025); (vi) each Forced Conversion Amount shall be allocated among all the Holders pro rata based on the principal amount of outstanding Securities held by each Holder in proportion to the then total principal amount of all outstanding Securities; provided, however, a Forced Conversion with respect to each Holder shall only occur in integral multiples of $1,000 and any pro rata allocation shall be equitably adjusted to ensure that, with respect to each Holder of Securities, the Forced Conversion occurs only with respect to integral multiples of $1,000 of the Securities; and (vii) no Forced Conversion Notice may be issued prior to the ninety-first (91st) calendar day after a preceding Forced Conversion Notice. (c) In the case the Issuer exercises its option to conduct a Forced Conversion pursuant to this Section 11, it shall fix a date for conversion (the “Forced Conversion Date”) and it shall deliver or cause to cause be delivered a notice of such Forced Conversion (the “Forced Conversion Notice”) not less than ten (10) nor more than twenty (20) Scheduled Trading Days prior to the Forced Conversion Date to each Holder of outstanding Securities at its last address as the same appears on the Register. The Forced Conversion Date must be a Business Day. A Forced Conversion Notice shall be irrevocable. (d) The Forced Conversion Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to convert all give such Forced Conversion Notice or part any defect in the Forced Conversion Notice to the Holder of any Security designated for conversion shall not affect the validity of the then outstanding Principal Amount proceedings for the conversion of any Security. (e) The Forced Conversion Notice shall specify: (i) the Forced Conversion Date; (ii) the Conversion Rate; (iii) that interest on the Securities shall cease to accrue on and after the Forced Conversion Date; (iv) the place or places where Securities are to be surrendered for conversion; and (v) that Holders may surrender their Securities for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Forced Conversion Date. (f) If any Forced Conversion Notice has been given in respect of the Securities in accordance with this Note plusSection 11, if so specified on presentation and surrender of the Securities at the place or places stated in the Forced Conversion Notice, accrued but unpaid liquidated damages the Securities shall be converted at the applicable Conversion Rate on the Forced Conversion Date. Notwithstanding the foregoing, from and other amounts owing after the Forced Conversion Date, the Securities subject to the Holder under this Note, it being agreed that Forced Conversion (the “Conversion Date” for purposes of Section 4 Subject Securities”) shall be deemed to occur on be no longer outstanding and shall only represent the third Trading Day following right to receive the Common Stock that is issuable pursuant to the Forced Conversion Notice Date (such third Trading Day, plus any interest on the “Subject Securities accrued and unpaid to the Forced Conversion Date”). Any . (g) The Holders agree to provide, upon request by the Issuer, any information that is reasonably necessary to facilitate the Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Conversion.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue DateEffective Date of the Registration Statement covering the Conversion Shares and after the date the Charter Amendment is effective, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (such Effective Date, such period the “Threshold Period”), ) exceeds $1.16 0.20 (subject to adjustment for forward and reverse and forward stock splits, stock dividendsrecapitalizations, stock combinations dividends and other similar transactions of the Common Stock that occur like after the Original Issue Date) and (ii) in excess of 200,000 the average daily trading volume for such Threshold Period exceeds 600,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeOriginal Issue Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Notepursuant to Section 4, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if at any time after the Original Issue Effective Date, (i) if the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) 20 Trading Days during any 30 consecutive Trading Days immediately prior to Day period (such 30 consecutive Trading Day period, the issuance of the Forced Conversion Notice (as defined below), "Measurement Period," which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Effective Date) and (ii) in excess of 200,000 shares of exceeds the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced then effective Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are Price by at least 2 market makers for the Common Stock 200%, the Company may, within 1 Trading Day after the end of any such Threshold Measurement Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro 's pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. i. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price 1 year anniversary of the Company’s Common Stock for Effective Date each of the sixty (60) Closing Prices for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such period shall have commenced commencing only after the Original Issue Date (such anniversary date, such period the “Conversion Threshold Period”)) equals or exceeds 175% of the then Conversion Price, the Company may, within 1 Trading Day of the end of any Conversion Threshold Period, deliver a notice to the Holder (a “Forced Conversion Notice” and the date such notice is received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Sections 5(a) and 5(b). The Company may only effect a Forced Conversion Notice if all of the Equity Conditions are met through the Conversion Threshold Period until the date of the applicable Forced Conversion. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. ii. Notwithstanding anything herein to the contrary, if during the period beginning on the 80th Trading Day prior to the Maturity Date until the 60th Trading Day prior to the Maturity Date the average daily trading volume of the Common Stock equals or exceeds $1.16 65,000 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Datedate of this Agreement) and (ii) in excess of 200,000 shares of such period the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice“Maturity Threshold Period”), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after of the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Maturity Conversion Notice” and the date such notice is delivered to received by the Holder, the “Forced Maturity Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding Principal Amount principal amount of this Note plusDebentures pursuant to Section 5(a) (the “Maturity Conversion”); provided, if so specified in however, the Forced conversion price for such Maturity Conversion Notice, accrued but unpaid liquidated damages and other amounts owing shall be equal to the Holder under this Note, it being agreed that lesser of (x) the then Conversion Price and (y) 90% of the average of the VWAPs for the 20 Trading Days immediately prior to the Maturity Date (the “Maturity Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion DatePrice”). The Company may only effect a Maturity Conversion Notice if all of the Equity Conditions are met through the Threshold Period until the date of the applicable Maturity Conversion. Any Forced Maturity Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contraryIf, if at any time after the Original Issue DateJuly 1, 2016, (i) the closing sales price VWAP for Common Stock equals or exceeds two hundred percent (200%) of the Company’s Common Stock Conversion Price (the “Threshold Price”) for any five (5) consecutive Trading Days (the “Threshold Period”), and (ii) the Equity Conditions have been satisfied on each Trading Day during the Threshold Period and each of the sixty ten (6010) consecutive Trading Days immediately prior to the issuance first day of the Forced Conversion Notice (as defined below)Threshold Period, which period then the Company shall have commenced only after the Original Issue Date option, within two (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date2) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, to deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount convert, pursuant to Section 4 hereof, a principal amount of this Note plus(a “Forced Conversion”), if so specified in during the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third thirty (30) Trading Day following period after the Holder’s receipt of the Forced Conversion Notice Date (the “Forced Conversion Period”), equal to the lesser of (1) the Dollar Volume Amount on the date of the Forced Conversion Notice and (2) two million dollars ($2,000,000) (such third Trading Daylesser amount, the “Forced Conversion DateAmount”). Any ; provided, however, if the Equity Conditions cease to be satisfied at any time during the Forced Conversion shall be applied ratably to all Holders based Period or the VWAP for the Common Stock on their initial purchases of Notes pursuant to any Trading Day during the Subscription Agreement; provided that any voluntary conversions by a Forced Conversion Period is less than the Threshold Price, then the Holder shall be applied against under no further obligation with respect to such Forced Conversion. The Holder shall effect any Forced Conversion by delivering one or more Notices of Conversions pursuant to Section 4 at any time, and from time to time, during the applicable Forced Conversion Period, for an aggregate principal amount equal to the Forced Conversion Amount. For the avoidance of doubt, the Company may deliver more than one Forced Conversion Notice during the term of this Note, provided, that it may not deliver a Forced Conversion Notice during any Forced Conversion Period unless there is no further Forced Conversion Amount that is as yet unconverted. For the further avoidance of doubt, nothing in this Section 6(b) shall be deemed to limit the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a right to voluntarily convert all or any portion of this Note is forcibly converted. For purposes of clarificationNote, a Forced Conversion shall be subject at any time, and from time to all of the provisions of time, in accordance with Section 4, including, without limitation, and the provision requiring payment Holder may submit Notices of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require for a Conversion principal amount of this Note in excess of the limitations in Section 4 (c ) of Forced Conversion Amount during any Forced Conversion Period. The Company will not deliver a Forced Conversion Notice hereunder unless it also delivers a Forced Conversion Notice under the Note 0.67% Note.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 Trading Days in any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which 30 Trading Day period shall have commenced only after the Original Issue Effective Date (such period 30 Trading Day period, the “"Threshold Period”"), exceeds $1.16 200% of the then-applicable Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 three Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Exchange Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s 's pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after if, at any time following the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period period, the “Threshold Period”), exceeds $1.16 200% of the then applicable Conversion Price and the daily trading volume for the Common Stock on the principal Trading Market exceeds 250,000 shares (subject to adjustment for forward and reverse and forward stock splits, stock dividendsrecapitalizations, stock combinations dividends and other similar transactions of the Common Stock that occur like after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to Day during the issuance of the Forced Conversion NoticeThreshold Period, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this Notepursuant to Section 4, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be applied ratably to all Holders based effective, unless each of the Equity Conditions is satisfied on their initial purchases each Trading Day during the 30 consecutive Trading Days immediately preceding the Forced Conversion Notice Date through and including the later of Notes (i) the Forced Conversion Date and (ii) the Trading Day after the date such Conversion Shares pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against such conversion are delivered to the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) If at any time from and after the closing sales price Threshold Acquisition Date and prior to the Stated Maturity, (x) the VWAP of the Company’s shares of Common Stock exceeds 200% of the Conversion Price as of the Issuance Date ($16.00 per share) (subject to adjustment as set forth herein) for each of the sixty any fifteen (6015) consecutive Trading Days immediately prior after the Threshold Acquisition Date, and (y) the Conditions to Forced Conversion (as defined below) shall have been satisfied on each day during the period commencing on the Forced Conversion Notice Date and ending on the Forced Conversion Date (each, as defined below), the Company shall have the right, subject to the issuance limitation in Section 13.02(i), to require each Holder of a Convertible Note to convert all or a portion of such Note, as designated in the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the ) into Common Stock that occur after at the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance Conversion Price as of the Forced Conversion Date (as defined below) (a "Forced Conversion"). The Company may exercise its right to require conversion under this Section 13.01(b)(i) by delivering on the Trading Day following the end of the 15 consecutive Trading Days referred to in clause (x) above, a written notice thereof to the Convertible Holders and the Trustee (the "Forced Conversion Notice, (iii) " and the date the Trustee received such notice is referred to as the "Forced Conversion Notice Date"). The Forced Conversion Notice shall be irrevocable. The Company shall make a public announcement in respect of the Forced Conversion Notice on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Date. The Forced Conversion Notice Date”shall state (A) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in Trading Day selected for the Forced Conversion NoticeConversion, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 which Trading Day shall be deemed to occur on the third at least twenty (20) Trading Day Days but not more than forty (40) Trading Days following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). Any , and (B) the Principal Amount of the Outstanding Convertible Notes for which such Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by applicable. Upon a Forced Conversion, each Convertible Holder shall be applied against deemed to have delivered a Notice of Conversion pursuant to Section 13.02 on the Holder’s pro rata allocation, thereby decreasing Forced Conversion Notice Date. (ii) If the aggregate amount forcibly converted hereunder if only Company elects to cause a Forced Conversion of any portion of any Convertible Note pursuant to Section 13.01(b)(i), then it must simultaneously take the same action in the same proportion in respect of each other Convertible Notes issued under this Note is forcibly convertedIndenture. If the Company has elected a Forced Conversion, the mechanics of Conversion set forth in Section 13.02 shall apply, to the extent applicable, as if the Company had received from the Convertible Holder on the Forced Conversion Notice Date a Notice of Conversion. (iii) For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of this Section 4, including, without limitation13.01, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice following definitions shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .apply:

Forced Conversion. Notwithstanding anything contained herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), date which period shall have commenced only after is six months following the Original Issue Date (i) the Daily VWAP for any 20 out of 30 consecutive Trading Days (such 30 Trading Day period being the “Threshold Period”) exceeds $0.15 (“Threshold Price”), and (ii) the average number of shares of Common Stock traded per day on the Principal Market during such Threshold Period exceeds $1.16 250,000 (“Threshold Volume”) (such Threshold Price and Threshold Volume subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares date of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion NoticePurchase Agreement), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock then the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so as specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Notice (“Forced Conversion Amount”) at the Conversion Price then in effect (“Forced Conversion”) on or prior to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third twentieth (20th) Trading Day following the Holder’s receipt of such Forced Conversion Notice Date (such third Trading Daydate, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases original principal amount of Notes pursuant to the Subscription Agreement; Notes, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, including without limitation, limitation the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 month anniversary of the Original Issue Date, (i) the closing sales price of the Company’s Common Stock Closing Price for each of the sixty (60) Trading Day during any consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)20 calendar days, which period shall have commenced only after the 12 month anniversary of the Original Issue Date (Date, such period the “Threshold Period”), ) exceeds $1.16 15.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 the average daily volume for such Threshold Period exceeds 100,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeOriginal Issue Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part up to 50% of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Noteinterest, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Notwithstanding anything herein to the contrary, the Company may only deliver an additional Forced Conversion Notice provided that such second Forced Conversion Notice Date is at least 18 months following the Original Issue Date and each Forced Conversion Notice is dependent on a separate Threshold Period from a prior Forced Conversion Notice. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases the then current principal amount of Notes pursuant to the Subscription Agreement; Debentures, provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages all amounts owing under this Debenture and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if (a) At any time on or after the Original two-year anniversary of the Issue Date, the Company may elect to force the conversion (a “Forced Conversion”) of up to 12.5% of the total outstanding principal amount of the Notes (such amount, the “Maximum Quarterly Forced Conversion Amount”) plus all accrued but unpaid interest thereon once each calendar quarter if the following conditions exist on the last Business Day of such calendar quarter (the “Forced Conversion Conditions”): (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions Last Reported Sale Price of the Common Stock that occur after exceeds 150% of the Original Issue applicable Conversion Price on at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the Trading Day immediately preceding the Conversion Date) and ; and (ii) in excess of 200,000 shares either (x) the average daily trading volume of the Company’s Common Stock has traded exceeds $2.5 million on each at least 20 Trading Days (whether or not consecutive) during the period of sixty (60) 30 consecutive Trading Days ending on, and including, the Trading Day immediately prior to preceding the issuance of Conversion Date or (y) the Forced Conversion Notice, Common Stock is listed on a Permitted Exchange; and (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement under the Securities Act covering the resale by the holders of the Notes of all Common Stock to be received in such Forced Conversion. (b) If the Company has met the Forced Conversion Conditions at the end of any calendar quarter and elects to cause a Forced Conversion, a pro rata portion of the Notes then held by each Holder may be converted in an aggregate principal amount not to exceed the Maximum Quarterly Forced Conversion Amount, and the Company shall deliver written notice of such Forced Conversion to the Holders (a “Notice of Forced Conversion”) within ten Business Days of the end of such calendar quarter. A Notice of Conversion shall request of each Holder to provide the same information contained in a Notice of Conversion. The applicable provisions of this Article 10 shall apply to each Forced Conversion. (c) Notwithstanding anything to the contrary herein, in no event shall the Company have any right to force conversion of any Notes pursuant to this Section 10.11 unless there shall be continuously effective at all times from 15 days prior to the Conversion Date through and including the Conversion Date, and the Company reasonably believes and has used its best efforts to ensure that there shall remain continuously effective at all times from the Conversion Date until at least 180 days after the Conversion Date, a registration statement under the Securities Act (and other registration or qualification under the securities or blue sky laws of such jurisdictions in the United States as the holders or prospective holders of a majority of the Common Stock issued or issuable upon conversion of the Notes may reasonably request) covering the resale of any and all Common Stock issued or issuable upon conversion of the Notes. (d) In connection with any Forced Conversion pursuant to this Section 10.11 that occurs before the third anniversary of the Issuance Date, in addition to settling the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) Amount, the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, shall pay or deliver a written notice to the converting Holder (a “Forced the Make-Whole Premium that would have been due had such Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause Amount been voluntarily converted by the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (at such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes time pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note 10.02.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (Effective Date, such period the “Threshold Period”), ) exceeds $1.16 250% of the then effective Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing Debentures pursuant to the Holder under this NoteSection 4, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period period, the “Threshold Period”), exceeds $1.16 8.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice,” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date,” and such forced conversion hereunder, a “Forced Conversion”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, the Make Whole Amount (subject to Section 2(a)), liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , except to the extent that such Forced Conversion would violate the limitations set forth in Section 4(d) or 4(e) herein as to a Holder, and provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after one year following the Original Issue initial Closing Date, (i) the closing sales price VWAP for any 20 out of the Company’s Common Stock for each of the sixty (60) 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such 30 Trading Day period being the “Threshold Period”), ) exceeds $1.16 0.80 (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue such Closing Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock then the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this Note, it being agreed that at the “Conversion Date” for purposes of Section 4 shall be deemed Price on or prior to occur on the third tenth Trading Day following the Holder’s receipt of such Forced Conversion Notice Date (such third Trading Daydate, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue six (6) month anniversary of September 3, 2010 (such date, the “Amendment Date” and such six (6) month anniversary of the Amendment Date, the “Amendment Date Anniversary”), if (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 5 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which 5 Trading Day period shall have commenced only after the Original Issue Amendment Date Anniversary (such period period, the “Threshold Period”), exceeds $1.16 0.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Amendment Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers average daily dollar trading volume for the Common Stock during the applicable Threshold Period equals or exceeds $50,000, the Company may, within 1 Trading Day after the end of any such the applicable Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part up to 25% of the then outstanding Principal Amount principal amount of this Note Debenture on September 3, 2010 plus, if so specified in the Forced Conversion Notice, accrued but unpaid any liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”), (ii) the VWAP during a Threshold Period exceeds $0.75 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions that occur after the Amendment Date) and the average daily dollar trading volume for the Common Stock during the applicable Threshold Period equals or exceeds $75,000, the Company, may, within 1 Trading Day after the end of the applicable Threshold Period, deliver a Forced Conversion Notice to cause the Holder to convert up to an additional 25% of the outstanding principal amount of this Debenture on September 3, 2010 plus, if so specified in the Forced Conversion Notice, any liquidated damages and other amounts owing to the Holder under this Debenture on the Forced Conversion Date and (iii) the VWAP during a Threshold Period exceeds $1.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions that occur after the Amendment Date) and the average daily dollar trading volume for the Common Stock during the Threshold Period equals or exceeds $100,000, the Company, may, within 1 Trading Day after the end of the applicable Threshold Period, deliver a Forced Conversion Notice to cause the Holder to convert up to 100% of the outstanding principal amount of this Debenture on September 3, 2010 plus, if so specified in the Forced Conversion Notice, any liquidated damages and other amounts owing to the Holder under this Debenture on the Forced Conversion Date; provided, however, that the Company shall not deliver a Forced Conversion Notice, and any delivered Forced Conversion Notice shall not be effective, within 90 days of the Forced Conversion Date of a previous Forced Conversion. The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions, as amended as of the Amendment Date, are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases outstanding principal amount of Notes pursuant to Debentures held by such Holder on the Subscription Agreement; Amendment Date, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .”

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty VWAP during any 30 consecutive Trading Day period, which thirty (6030) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which Day period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 ______2 (subject to adjustment for forward and reverse and forward stock splits, stock dividendsrecapitalizations, stock combinations dividends and other similar transactions of the Common Stock that occur like after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive average daily dollar trading volume for such Threshold Period exceeds $500,000 per Trading Days immediately prior to the issuance of the Forced Conversion Notice, Day and (iii) on the Forced Conversion Notice Date and thereafter there Holder is an effective registration statement covering not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the resale Corporation, any of its subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing ) pursuant to the Holder under this NoteSection 6, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced 22 300% of Conversion Price. Conversion Notices shall be applied ratably to all of the Holders based on their initial purchases the then outstanding shares of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly convertedPreferred Stock. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 1.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder; provided that in the event any Forced Conversion Notice is not effective and to the extent the Company shall have issued Conversion Shares to such Holder in connection with an attempted Forced Conversion, then Holder shall promptly return any such Conversion Shares. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein From and after one year after the issue date of the Series A Preferred Stock to the contraryHolder, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock has had a closing price as reported for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice Principal Market (as defined below), in the Subscription Agreement) of not less than $0.25 for twenty (20) consecutive trading days during which twenty (20) day period shall have commenced only after an Event of Default or an event which with the Original Issue Date passage of time or the giving of notice could become an Event of Default did not occur or was not pending (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions ii) the daily volume weighted average price of the Common Stock that occur after during the Original Issue Date) Threshold Period multiplied by the trading volume each such trading day during the Threshold Period is not less than $75,000, and (iiiii) in excess the date upon which the gross production and sale of 200,000 shares hydrocarbons during the immediately preceding 30-day period ending on the last day of the Threshold Period, totals 15,000 barrels (being 42 United States gallons of oil per barrel) from all of those properties acquired by Holders of Series A Preferred Stock from the Company’s Common Stock has traded on each Megawest Energy Missouri Corp. subsidiary pursuant to that certain Agreement of sixty (60) consecutive Trading Days immediately prior to Purchase and Sale dated as of at or about the issuance initial issue date of Series A Preferred Stock, the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 Trading Day five (5) business days after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Series A Preferred Stock (as specified in the such Forced Conversion Notice, ) plus all accrued but unpaid liquidated damages and other amounts owing dividends thereon pursuant to the Holder under this Note, it being agreed that the Section 3. The “Conversion Date” for purposes of Section 4 2D shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their each Holder’s initial purchases of Notes pursuant to the Subscription Agreement; Series A Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion less than all shares of this Note is the Series A Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion forced conversion under this Section 5 shall be subject to all of the provisions of Section 42D, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No The foregoing notwithstanding, a Forced Conversion Notice shall may not be effective given if an Event of Default has occurred until one (1) year after such Event of Default had been cured. In the event during the period from the Forced Conversion Notice Date until the actual delivery date of the shares pursuant to the extent it would require Forced Conversion Notice an Event of Default or an event which with the passage of time or the giving of notice could become an Event of Default has occurred, the Holder may elect to cancel delivery of all or a Conversion in excess part of the limitations shares issuable in Section 4 connection with the Forced Conversion Notice. (c To Be Executed By the Registered Holder in Order to Convert Series A Preferred Stock of MegaWest Energy Corp.) The undersigned hereby irrevocably elects to convert $______________ of the Note Stated Value of the above Series A Preferred Stock into shares of Common Stock of MegaWest Energy Corp. (the “Corporation”) according to the conditions hereof, as of the date written below. The undersigned hereby irrevocably elects to convert $______________ of the dividends accrued on the Series A Preferred Stock held by the undersigned for the period ________________ to _____________ into shares of Common Stock of MegaWest Energy Corp. (the “Corporation”) according to the conditions hereof, as of the date written below. Date of Conversion: ___________________________________________________________________________________________________________ Applicable Conversion Price Per Share: ____________________________________________________________________________________________ Number of Common Shares Issuable Upon This Conversion: ____________________________________________________________________________ Select one: □ A Series A Convertible Preferred Stock certificate is being delivered herewith. The unconverted portion of such certificate should be reissued and delivered to the undersigned. □ A Series A Convertible Preferred Stock certificate is not being delivered to MegaWest Energy Corp. Signature: ___________________________________________________________________________________________________________________ Print Name: __________________________________________________________________________________________________________________ Address: ____________________________________________________________________________________________________________________ Deliveries Pursuant to this Notice of Conversion Should Be Made to: Restatement of Comparative Figures: The 2008 comparative U.S. GAAP amounts have been restated for the amount of Trinity Sands Project (Texas), cost write-downs and clerical errors that were in the previously reported U.S. GAAP consolidated balance sheet and consolidated statement of operations and accumulated deficit from exploration stage. I) The clerical errors for U.S. GAAP purposes were as follows: i) The transfer to share capital of the recorded amount of warrants exercised in 2008 was shown as a $5,033,319 increase in the dollar amount of warrants rather than as a $5,033,319 reduction of the dollar amount of warrants. To correct this error in the restated U.S. GAAP financial statements, the dollar amount warrants has been reduced by $10,066,638 and the dollar amount of share capital has been increased by an equivalent amount. ii) A portion of a 2007 entry to record the acquisition of certain properties was not reflected in the 2008 U.S. GAAP financial statements. To correct this, oil and gas assets have been increased by $11,515,824 and share capital has been reduced by $8,599,442. II) Under Canadian GAAP, the Texas properties were written down to $300,000 in 2008. These properties should also have been recorded at $300,000 for U.S. GAAP purposes. As a result, oil and gas assets have been reduced by $21,691,160 and accumulated deficit from exploration stage has been increased by an equivalent amount. 1. Name of corporation:

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price effective date of the Company’s Common Stock for Registration Statement, each of the sixty (60) VWAPs for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such period shall have commenced commencing only after the Original Issue Date (such effective date, such period the “Threshold Period”), ) exceeds $1.16 0.375 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess original issue date of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticethis note), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 at any time after the fifth (5th) Trading Day after the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in at the then current Conversion Price (a “Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Conversion”). The Company may only effect a Forced Conversion Notice Date if all of the conditions specified in Subsection (such third Trading Day, b) below are met through the “applicable Threshold Period until the date of the applicable Forced Conversion Date”)and through and including the date such shares of Common Stock are issued to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; Purchase Agreement or in the Additional Note and Warrant Financing. (b) The Company may effect a Forced Conversion if at such time the conditions below are satisfied: (i) there is an effective Registration Statement covering the resale of the shares issuable on conversion of this Note or, alternatively, the shares issuable upon conversion of the Note are saleable by the Holder under the provisions of Rule 144 promulgated under the Securities Act of 1933, as amended, without regard to the volume or manner of sale limitations, and (ii) the Common Stock of the Company, including the Conversion Shares to be issued on the Mandatory Conversion Date, are eligible for trading on a Trading Market. (c) The provisions of Section 3.4 shall apply on the date of the Forced Conversion. If, as a result of such provisions, the entire portion of the Note provided that any voluntary conversions by a Holder for in the Forced Conversion Notice is not converted as herein provided, the Company, without further notice to the Holder, shall be applied against deemed to have timely given one or more Forced Conversion Notices for the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a balance of such portion providing for successive Forced Conversion dates until such portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion fully converted or paid in excess of the limitations in Section 4 full (c ) of the Note or some combination thereof).

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (a) If (i) the closing sales price Daily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Company’s Common Stock Ordinary Shares) exceeds two hundred percent (200%) of the Conversion Price (the relevant “Agreed Threshold”) on any twenty (20) Trading Days (whether or not consecutive) during any thirty (30) consecutive Trading Day period beginning on or after the third (3rd) anniversary of the date of this Indenture (such thirty (30) consecutive Trading Day period being the relevant “Forced Conversion Qualification Period”), (ii) the Daily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Ordinary Shares) for each of the sixty last five (605) consecutive Trading Days immediately prior during the Forced Conversion Qualification Period is not lower than the Agreed Threshold, and (iii) the aggregate average daily dollar trading volume (as reported on Bloomberg) of (x) the ADSs on The NASDAQ Global Market and (y) the Ordinary Shares on the Hong Kong Stock Exchange during such Forced Conversion Qualification Period is, in the aggregate of (x) and (y) (any amount not expressed in U.S. Dollars shall be converted into U.S. Dollars by using the average of the applicable exchange rate reported on Bloomberg FX Fixings page (or, if such page is not available, its equivalent successor page) at 5:00 pm New York time on each Trading Day during such Forced Conversion Qualification Period), at least US$30.0 million, then, the Company shall have the right (but not the obligation), by providing written notice, to force the conversion of any Notes which remain outstanding on the Conversion Date (subject to the issuance immediately following sentence) into Conversion Securities at the then applicable Conversion Rate (the “Forced Conversion Notice” and, the conversion of Notes pursuant to this Section 13.03(a), the “Forced Conversion”). The Conversion Date with respect to any such Forced Conversion will be a date specified by the Company in the Forced Conversion Notice to the Holders, which shall be a Business Day that is no less than 10 Business Days and no more than 30 Business Days after the date of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any . (b) A Forced Conversion shall be applied ratably to all Holders based on their initial purchases will have the same effect as a conversion of the applicable outstanding principal amount of the Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against effected at the Holder’s pro rata allocationelection pursuant to Article 13 (Conversion of Notes) with a Conversion Date occurring on the Forced Conversion Date. No Holders will be required to deliver a Conversion Notice, thereby decreasing provided any Holder may notify the aggregate amount forcibly converted hereunder if only a portion Company, the ADS Depositary and the Conversion Agent in writing substantially in the form of this Attachment 4 to the Form of Note is forcibly converted. attached hereto as Exhibit A no later than five (5) Business Days before the Conversion Date specified in the Forced Conversion Notice of its election to receive Ordinary Shares in lieu of any ADSs deliverable upon such Forced Conversion. (c) For purposes the avoidance of clarificationdoubt, the Company’s right to effect a Forced Conversion shall be is subject to all the Holders’ right to convert the Notes at any time prior to the close of business on the provisions of Section 4, including, without limitation, second Business Day preceding the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective Date pursuant to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Article 13 hereof.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (Effective Date, such period the “Threshold Period”), ) exceeds $1.16 2.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 the average daily volume for such Threshold Period, which Threshold Period shall have commenced only after the Effective Date, exceeds 50,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeOriginal Issue Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebentures, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third 90th Trading Day following the Forced Conversion Notice Date (such third 90th Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for 20 out of the Company’s Common Stock for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 ___(3) (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess ------------ (3) 250% of the limitations in Section 4 (c ) of the Note Conversion Price.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 Trading Days during any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Day period, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 9.75 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages interest and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the Forced Conversion Notice Date and the “Share Delivery Date” for purposes of Section shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. On or before the Trading Day immediately following the Forced Conversion Notice Date, the Holder shall provide written notice to the Company setting forth the number of shares of Common Stock beneficially owned by the Holder, as calculated pursuant to Section 4(d) below in order to determine whether or not the Company meets the requirement set forth in clause (f) of the definition of Equity Conditions. Any Forced Conversion shall be applied ratably to all Holders based on their the Purchasers’ initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for 20 out of the Company’s Common Stock for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 2.52 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds the greater of (x) $1.16 5.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and or (iiy) in excess of 200,000 shares 200% of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced then-effective Conversion NoticePrice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. In the event that after the Effective Date, the VWAP for each of any 20 consecutive Trading Days, which period shall have commenced only after the Effective Date, exceeds the greater of (x) $5.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) or (y) 200% of the then-effective Conversion Price (such 20 Trading Period, a “20-Day Threshold Period”), the Company shall be permitted to exercise a Forced Conversion, otherwise in compliance with the all of provisions set forth in this Section 6(c), except that the Company shall not be required to satisfy Equity Condition (j) in respect of such 20-Day Threshold Period. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue 30th Trading Day following Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 out of 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue 30th Trading Day following the Effective Date (such period the “"Threshold Period”"), exceeds $1.16 6.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third thirtieth Trading Day following the Forced Conversion Notice Date (such third thirtieth Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro 's pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. i. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price 1 year anniversary of the Company’s Common Stock for Effective Date each of the sixty (60) Closing Prices for any 20 consecutive Trading Days (such period commencing only after such anniversary date, such period the "Conversion Threshold Period")) equals or exceeds 175% of the then Conversion Price, the Company may, within 1 Trading Day of the end of any Conversion Threshold Period, deliver a notice to the Holder (a "Forced Conversion Notice" and the date such notice is received by the Holder, the "Forced Conversion Notice Date") to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Sections 4(a) and 4(b). The Company may only effect a Forced Conversion Notice if all of the Equity Conditions are met through the Conversion Threshold Period until the date of the applicable Forced Conversion. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. ii. Notwithstanding anything herein to the contrary, if (A) the Company has obtained Shareholder Approval in accordance with the rules and regulations of the Trading Market and (B) during the period beginning on the 80th Trading Day prior to the issuance Maturity Date until the 60th Trading Day prior to the Maturity Date the average daily trading volume of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), Common Stock equals or exceeds $1.16 65,000 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Datedate of this Agreement) and (ii) in excess of 200,000 shares of such period the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice"Maturity Threshold Period"), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after of the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced "Maturity Conversion Notice” " and the date such notice is delivered to received by the Holder, the “Forced "Maturity Conversion Notice Date”") to cause the Holder to immediately convert all or part of the then outstanding Principal Amount principal amount of this Note plusDebentures pursuant to Section 4(a) (the "Maturity Conversion"); provided, if so specified in however, the Forced conversion price for such Maturity Conversion Notice, accrued but unpaid liquidated damages and other amounts owing shall be equal to the Holder under this Note, it being agreed that lesser of (x) the “then Conversion Date” Price and (y) 90% of the average of the VWAPs for purposes of Section 4 shall be deemed the 20 Trading Days immediately prior to occur on the third Trading Day following Maturity Date (the Forced "Maturity Conversion Price"). The Company may only effect a Maturity Conversion Notice Date (such third Trading Day, if all of the “Forced Conversion Date”)Equity Conditions are met through the Threshold Period until the date of the applicable Maturity Conversion. Any Forced Maturity Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 5.13 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price VWAP for 20 out of the Company’s Common Stock for each of the sixty (60) any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period the “Threshold Period”), exceeds $1.16 2.88 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue six month anniversary of the Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date date of the Purchase Agreement (such period the “Threshold Period”), exceeds $1.16 5.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement and the January 2008 Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Effective Date (such period period, the “Threshold Period”), exceeds $1.16 0.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to require and cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on the Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of accrued but unpaid interest and liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty VWAP during any 30 consecutive Trading Day period, which thirty (6030) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which Day period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 1.80 (subject to adjustment for forward and reverse and forward stock splits, stock dividendsrecapitalizations, stock combinations dividends and other similar transactions of the Common Stock that occur like after the Original Issue Date) ), and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive average daily dollar trading volume for such Threshold Period exceeds $500,000 per Trading Days immediately prior to Day, then the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 one (1) Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing ) pursuant to the Holder under this NoteSection 6, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their initial purchases the then outstanding shares of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly convertedPreferred Stock. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. ‌ Notwithstanding anything herein to the contrarycontrary contained herein and subject to any required regulatory approval and provided no Event of Default has occurred and is continuing, if after the Original Issue Dateif, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately at any time following April 24, 2022 and prior to the issuance Maturity Date, the VWAP is greater than $1.20, as adjusted in accordance with Section 6.3, for the preceding 10 consecutive trading days, the Corporation shall have the option to convert all but not less than all of the principal amount of the then outstanding Initial Debentures at the then applicable Conversion Price, with not more than 60 and not less than 30 days’ prior written notice to the Trustee (the “Forced Conversion Notice”), in accordance with Section 13.2. Holders whose Initial Debentures are so converted pursuant to this section will receive accrued and unpaid interest thereon for the period from and including the last Interest Payment Date to, but excluding, the Forced Conversion Date. No later than the Business Day immediately preceding the Forced Conversion Date, the Corporation shall pay to the Trustee in lawful money of Canada an amount equal to all accrued and unpaid interest on the Initial Debentures, less any tax required to be deducted, for payment onto the Debentureholders. In the event that the Corporation exercises its right to force conversion of all of the principal amount of the then outstanding Initial Debentures pursuant to this Section 6.5, the effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice (as defined below), which period shall have commenced only after not be less than 30 days from the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance date of the Forced Conversion Notice, ; or (iiib) on the Forced Conversion Notice Date and thereafter there if no date is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified stipulated in the Forced Conversion Notice, accrued but unpaid liquidated damages the date that is 30 days following the date of such Forced Conversion Notice, and other amounts owing to the Holder under this Note, it being agreed that the “upon such Forced Conversion Date” for purposes : (i) all of Section 4 the principal amount of the then outstanding Debentures shall be deemed to occur on be converted into Common Shares at the third Trading Day following then applicable Conversion Price; (ii) all accrued and unpaid interest to but excluding the Forced Conversion Notice Date (such third Trading Dayless any tax required by law to be deducted or withheld) shall become payable to the Debentureholders; and (iii) the registered holders shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of Common Shares, as applicable, into which the Initial Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Toronto, Ontario by the Debentureholders, or in the case of Uncertificated Debentures, the “surrender of interests in the Debentures through the Depository’s non-certificated system, the Corporation shall deliver to the Debentureholders certificates for the Common Shares or deposit Common Shares through the Depository’s non- certificated system, as applicable, for the Common Shares into which the Debentures held by them have been converted. For greater certainty, notwithstanding the delivery by the Corporation of a Forced Conversion Notice, a holder of Initial Debentures may convert such Initial Debentures in whole or in part at any time until 5:00 p.m. (Eastern Time) on the Business Day prior to the Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 20 Trading Days in any 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which 30 Trading Day period shall have commenced only after the Original Issue Effective Date (such period 30 Trading Day period, the “"Threshold Period”"), exceeds $1.16 200% of the then-applicable Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 3 Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s 's pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately If prior to the issuance of Maturity Date, the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions VWAP of the Common Stock that occur after Shares on the Original Issue DateTSX (or such other stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days exceeds $[·], as adjusted in accordance with Section 7.5, the Corporation may force conversion of all but not less than all of the principal amount (less any tax required by law to be deducted or withheld) of the Debentures at the Conversion Price, upon giving the Debentureholders 30 days advance written notice by way to the Trustee in accordance with Section 15.3 (the “Forced Conversion Notice”) and concurrently issuing a news release. The Corporation shall pay all accrued and unpaid interest (iiless any tax required by law to be deducted or withheld) in excess cash. The holder of 200,000 shares of a Debenture may convert such Debenture in whole or in part into Common Shares until 4:30 p.m. (Toronto time) on the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately Business Day prior to the issuance date the Debenture is forced to convert in the manner provided in Section 7.7. In the event that the Corporation exercises its right to force conversion of all of the principal amount of the Debentures pursuant to this Section 7.7, the effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice, ; or (iiib) on the Forced Conversion Notice Date and thereafter there if no date is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified stipulated in the Forced Conversion Notice, accrued but unpaid liquidated damages the date that is 30 days following the date of such Forced Conversion Notice, and other amounts owing to the Holder under this Note, it being agreed that the “upon such Forced Conversion Date” for purposes : (i) all of Section 4 the principal amount (less any tax required by law to be deducted or withheld) of the Debentures shall be deemed to occur on be converted into Common Shares at the third Trading Day following then applicable Conversion Price; and (ii) the Debentureholders shall be entered in the books of the Corporation as at the Forced Conversion Notice Date (such third Trading Dayas the holder of the number of Common Shares, as applicable, into which the Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Toronto, at Trader's Bank Building 7▇▇ – ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇, by the Debentureholders, or in the case of Uncertificated Debentures, the “Forced Conversion Date”). Any Forced Conversion surrender of interests in the Debentures through the Depository’s non-certificated system, the Corporation shall be applied ratably to all Holders based on their initial purchases of Notes pursuant deliver to the Subscription Agreement; provided that any voluntary conversions Debentureholders certificates for the Common Shares or deposit Common Shares through the Depository’s non-certificated system, as applicable, for the Common Shares into which the Debentures held by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly them have been converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein Subject to the contrary, if after the Original Issue Date, terms hereof: (i) if at any time the closing sales price of the Company’s Common Stock Market Price is equal to or greater than $3.50 (which figure shall be appropriately and equitably adjusted for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Dateevents) and for thirty (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (6030) consecutive Trading Days immediately prior (a “Pricing Period”), then the Company shall have the right to compel the issuance Holder to convert up to 50% of the Forced Conversion Notice, (iii) on principal amount of Notes then held by the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver Holder by delivering a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered ”) to the Holder; and (ii) if at any time the Market Price is equal to or greater than $6.00 (which figure shall be appropriately and equitably adjusted for stock splits, stock dividends, and similar events) for thirty (30) consecutive Trading Days (a “Pricing Period”), then the “Forced Conversion Notice Date”) Company shall have the right to cause compel the Holder to convert all or part up to the entire principal amount of Notes then held by the then outstanding Principal Amount Holder by delivering a Forced Conversion Notice to the Holder; provided in each case that (1) such Forced Conversion Notice must specify the principal amount of Notes to be converted and the date by which the Holder must have completed conversion(s) of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing aggregating to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date such amount (such third Trading Day, the “Forced Conversion Date”). Any , which date shall be at least 20 Trading Days after the Holder’s receipt of such Forced Conversion Notice (a “Notice Period”), (2) the Company may deliver such Forced Conversion Notice(s) hereunder only within five (5) Trading Days following the occurrence of such Pricing Period and not prior to the completion of such Pricing Period, and (3) all Holders of Notes shall be applied ratably treated proportionately with respect to all Holders based on their initial purchases the Company’s election to force conversion of the Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly convertedprovision. For purposes of clarification, a Forced Conversion Such forced conversion shall be subject to and governed by all the provisions relating to voluntary conversion of this Note contained herein. Notwithstanding anything contained herein, the Company shall not be entitled to exercise any forced conversion right set forth in this subsection 3(j) unless at all times during the applicable Pricing Period and Notice Period (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the provisions Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of Section 4such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) such Registrable Securities are listed, includingor approved for listing prior to issuance, without limitationon the Nasdaq Stock Market, the provision requiring payment New York Stock Exchange, the American Stock Exchange or the OTC Bulletin Board, and are not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of liquidated damages any pending or threatened proceeding or other action to delist or suspend the Common Stock on any of such markets on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock has been duly authorized and limitations reserved for issuance as required by the terms of this Note and the Purchase Agreement; (v) the VWAP on conversions. No Forced Conversion Notice each Trading Day is greater than $1.00; (vi) none of the Company or any direct or indirect subsidiary of the Company shall be effective subject to any bankruptcy, insolvency or similar proceeding; (vii) the extent it Company has paid all prior interest and principal payments due hereunder; and (viii) such issuance would require a Conversion in excess of not cause the limitations beneficial ownership limitation contained in Section 4 (c 3(i) of the Note above to be violated.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Trigger Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 5 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Trigger Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 120% of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced then Reset Conversion NoticePrice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, may deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture (a “Forced Conversion”), it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder or if the Equity Conditions are not met by operation of sub-clause (vii) in the definition of “Equity Conditions” as defined in Section 1 hereof) on each Trading Day through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Agreement; provided that any voluntary conversions Purchase Agreement lessany Voluntary Conversions by a Holder which shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted subject to a Forced Conversion hereunder if only a portion of this Note Debenture is forcibly convertedsubject to a Forced Conversion. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No If any part of the outstanding principal amount of this Debenture subject to any Forced Conversion Notice shall be effective plus, accrued but unpaid interest, liquidated damages, if any, and other amounts owing to the extent it would require a Conversion Holder under this Debenture can not be converted into Common Stock solely by operation of Section 4(c) hereof, the Security Agreement, Guaranty, and Pledge and Security Agreement, as defined in excess the Purchase Agreement, shall automatically terminate without any further action by the Company or any of the limitations in Section 4 (c ) of the Note parties thereto.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 5 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), equals or exceeds $1.16 0.30 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticedate hereof), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day Standard Settlement Period Delivery Date following the Forced Conversion Notice Date (such third Trading DayStandard Settlement Period Delivery Date, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless the Equity Conditions specified in clauses (a) through (i), are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder and the amount of Conversion Shares does not exceed 20% of the arithmetic average of the daily trading volume of the Common Stock during the Threshold Period. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases the outstanding principal amount of Notes pursuant to the Subscription Agreement; Debentures, provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.” 12. No Forced Conversion Notice shall be effective Section 7 of the Debentures is amended to delete subsections (a), (b), (d), (e) and (f). 13. Hillair hereby agrees that to the extent that it would require a Conversion has not exercised those outstanding warrants originally issued to it by the Company on June 30, 2017 (the “Warrants”) in excess full, on or prior to December 31, 2017, Hillair’s right to exercise such Warrants or any other rights granted pursuant to such Warrants shall be terminated and the Warrants shall be cancelled on the books and records of the limitations in Section 4 (c ) of the Note Company.

Forced Conversion. (a) Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price effective date of the Company’s Common Stock for Registration Statement, each of the sixty (60) VWAPs for any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such period shall have commenced commencing only after the Original Issue Date (such effective date, such period the “Threshold Period”), ) exceeds $1.16 0.375 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess original issue date of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticethis note), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 at any time after the fifth (5th) Trading Day after the end of any such Threshold Periodperiod, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding Principal Amount principal amount of this Note plus, if so specified in at the then current Conversion Price (a “Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Conversion”). The Company may only effect a Forced Conversion Notice Date if all of the conditions specified in Subsection (such third Trading Day, b) below are met through the “applicable Threshold Period until the date of the applicable Forced Conversion Date”)and through and including the date such shares of Common Stock are issued to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; Purchase Agreement or in the Additional Note and Warrant Financing. (b) The Company may effect a Forced Conversion if at such time the conditions below are satisfied: (i) there is an effective Registration Statement covering the resale of the shares issuable on conversion of this Note or, alternatively, the shares issuable upon conversion of the Note are subject to the provisions of Rule 144(k) promulgated under the Securities Act of 1933, as amended, and (ii) the Common Stock of the Company, including the Conversion Shares to be issued on the Mandatory Conversion Date, are eligible for trading on a Trading Market. (c) The provisions of Section 3.4 shall apply on the date of the Forced Conversion. If, as a result of such provisions, the entire portion of the Note provided that any voluntary conversions by a Holder for in the Forced Conversion Notice is not converted as herein provided, the Company, without further notice to the Holder, shall be applied against deemed to have timely given one or more Forced Conversion Notices for the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a balance of such portion providing for successive Forced Conversion dates until such portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion fully converted or paid in excess of the limitations in Section 4 full (c ) of the Note or some combination thereof).

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for Effective Date each of the sixty (60) VWAPs for any 15 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which such 15 Trading Day period shall have commenced commencing only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Effective Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticeexceeds then Set Price by more than 250%, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 2 Trading Day after the end Days of any such Threshold Periodperiod, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to received by the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to immediately convert all or part (and if part, pro-rata in proportion to each Holders initial purchase of the Debentures) of the then outstanding Principal Amount principal amount of this Note plus, Debentures pursuant to Section 4(a)(i). The Company may only effect a Forced Conversion Notice if so specified in each of the following shall be true: (i) the Company shall have duly honored all conversions occurring by virtue of one or more Conversion Notices prior to the Forced Conversion NoticeDate, accrued but unpaid (ii) there is an effective Underlying Shares Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Underlying Shares issued to the Holder and all of the Underlying Shares as are issuable to the Holder upon conversion in full of this Debenture subject to the Forced Conversion Notice (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iii) the Common Stock is listed for trading on a Principal Market (and the Company believes, in good faith, that trading of the Common Stock on a Principal Market will continue uninterrupted for the foreseeable future), (iv) all liquidated damages and other amounts owing in respect of the Debentures and Underlying Shares shall have been paid or will, concurrently with the issuance of the Underlying Shares, be paid in cash; (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all the Underlying Shares as are issuable to the Holder under this Note, it being agreed that upon conversion in full of the “Conversion Date” for purposes of Section 4 shall be deemed Debentures subject to occur on the third Trading Day following the Forced Conversion Notice Date Notice; (vi) no Event of Default nor any event that with the passage of time would constitute an Event of Default has occurred and is continuing; (vii) such third issuance would be permitted in full without violating the limitations set forth in clauses (A) or (B) of Section 4(a)(ii) and (viii) no public announcement of a pending or proposed Change of Control Transaction or Fundamental Transaction has occurred that has not been consummated. (b) i) Not later than three Trading DayDays after any Conversion Date, the “Forced Company will deliver to the Holder a certificate or certificates representing the Underlying Shares which shall be free of restrictive legends and trading restrictions (other than those required by the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of Debentures (including, if so timely elected by the Company, shares of Common Stock representing the payment of accrued interest) and (B) a bank check in the amount of accrued and unpaid interest (if the Company is required to pay accrued interest in cash). The Company shall, if available and if allowed under applicable securities laws, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the fifth Trading Day after a Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to , the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective entitled by written notice to the extent it would require a Conversion Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in excess which event the Company shall immediately return the certificates representing the principal amount of the limitations in Section 4 (c ) of the Note Debentures tendered for conversion.

Forced Conversion. Notwithstanding anything herein to Commencing on the contrary, if after second anniversary of the Original Issue Date, (i) the closing sales price of Company shall have the Company’s Common Stock for each of right, but not the sixty (60) consecutive Trading Days immediately prior to the issuance of obligation, at such time that the Forced Conversion Notice Conditions (as defined below)) are satisfied, which period shall have commenced only after to notify the Original Issue Date Holders (such period the “Threshold Period”)notice, exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and ”) of the date such notice Company’s election to automatically convert all, or any whole number of the Series A Preferred Shares that is delivered greater than ten percent (10%) of the number of the Series A Preferred Shares then outstanding, of each Holder’s Series A Preferred Shares into the number of shares of Common Stock equal to the Holderquotient obtained by dividing (I) the Current Liquidation Preference for such Series A Preferred Shares subject to conversion, plus an amount equal to the sum of all accrued and unpaid Regular Dividends for the then-current dividend period (it being understood that Regular Dividends accrue on a quarterly basis only), by (II) the Conversion Price, in each case, as of immediately before the Close of Business on the relevant Conversion Date (a “Forced Conversion”); provided that, in the case of an election to convert less than all of the outstanding Series A Preferred Shares, the “Company shall convert the same pro rata portion of each Holder’s Series A Preferred Shares pursuant to this Section 5.1(b); and provided further that, prior to the expiration or early termination of any applicable waiting period under the HSR Act with respect to a Forced Conversion, such Forced Conversion Notice Date”) shall be effected only with respect to cause the that number of such Holder’s Series A Preferred Shares that can be converted without exceeding such Holder’s Individual Holder to convert all or part of the then outstanding Principal Amount of this Note plusConversion Cap, if so specified in the applicable, and, after such expiration or early termination, such Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing shall be effected with respect to the Holder under this Note, it being agreed that the “Conversion Date” for purposes remainder of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”)Holder’s Series A Preferred Shares. Any Forced Conversion Notice shall state, as appropriate, (A) the Conversion Date selected by the Company and (B) the Conversion Price as in effect on such Conversion Date, the number of Series A Preferred Shares to be applied ratably converted from such Holder, the number of shares of Common Stock to all Holders based on their initial purchases be issued to such Holder upon conversion of Notes pursuant to each such Series A Preferred Share and the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all Current Liquidation Preference as of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Date.

Forced Conversion. Notwithstanding anything herein (a) Subject to the contraryprovisions of this Section 11, if at any time after the Original fifth anniversary of the Issue Date, the Issuer may, at its option, force the conversion of the Securities into Common Stock at the then-applicable Conversion Rate (a “Forced Conversion”). Notwithstanding anything to the contrary herein, in the event of a Forced Conversion, interest on the Securities shall continue to accrue up to, and including, the day immediately preceding the Forced Conversion Date. (b) With respect to each Forced Conversion: (i) the closing sales price of the Company’s Common Stock must be trading on an Eligible Exchange; (ii) the Daily VWAP for each any twenty (20) of the sixty thirty (6030) consecutive VWAP Trading Days ending on and including the VWAP Trading Day immediately prior to preceding the issuance date of the Forced Conversion Notice (as defined below), which period ) must exceed 170% of the Conversion Price; (iii) the closing price on the Eligible Exchange on the Trading Day immediately preceding the date of the Forced Conversion Notice must exceed 170% of the Conversion Price; (iv) no Defaulted Amounts may exist at any time from and including the date of the Forced Conversion Notice up to and including the Forced Conversion Date; (v) the Forced Conversion shall have commenced only after apply to up to 50% of the Original Issue Date principal amount of Securities (such period the “Threshold PeriodInitial Forced Conversion Amount”), exceeds $1.16 provided that at the time of such Forced Conversion there has been an average daily volume of 30,000 shares of Common Stock traded on an Eligible Exchange for the ninety (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 90) consecutive calendar day period immediately preceding the date of the Common Stock that occur after Forced Conversion Notice (which, for the Original Issue Date) and avoidance of doubt may include the ninety (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (6090) consecutive Trading Days calendar day period immediately prior to the issuance fifth anniversary of the Issue Date); the remaining 50% of the principal amount of Securities (the “Subsequent Forced Conversion Notice, (iii) on Amount,” and together with the Initial Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the HolderAmount, the “Forced Conversion Amount”), shall only be subject to the Forced Conversion if at the time of such Forced Conversion there has been an average daily volume of 50,000 shares of Common Stock traded on an Eligible Exchange for the ninety (90) consecutive calendar day period immediately preceding the date of the Forced Conversion Notice (which, for the avoidance of doubt may include the ninety (90) consecutive calendar day period immediately prior to the fifth anniversary of the Issue Date); (vi) each Forced Conversion Amount shall be allocated among all the Holders pro rata based on the principal amount of outstanding Securities held by each Holder in proportion to the then total principal amount of all outstanding Securities; provided, however, a Forced Conversion with respect to each Holder shall only occur in integral multiples of $1,000 and any pro rata allocation shall be equitably adjusted to ensure that, with respect to each Holder of Securities, the Forced Conversion occurs only with respect to integral multiples of $1,000 of the Securities; and (vii) no Forced Conversion Notice may be issued prior to the ninety-first (91st) calendar day after a preceding Forced Conversion Notice. (c) In the case the Issuer exercises its option to conduct a Forced Conversion pursuant to this Section 11, it shall fix a date for conversion (the “Forced Conversion Date”) and it shall deliver or cause to cause be delivered a notice of such Forced Conversion (the “Forced Conversion Notice”) not less than ten (10) nor more than twenty (20) Scheduled Trading Days prior to the Forced Conversion Date to each Holder of outstanding Securities at its last address as the same appears on the Register. The Forced Conversion Date must be a Business Day. A Forced Conversion Notice shall be irrevocable. (d) The Forced Conversion Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to convert all give such Forced Conversion Notice or part any defect in the Forced Conversion Notice to the Holder of any Security designated for conversion shall not affect the validity of the then outstanding Principal Amount proceedings for the conversion of any Security. (e) The Forced Conversion Notice shall specify: (i) the Forced Conversion Date; (ii) the Conversion Rate; (iii) that interest on the Securities shall cease to accrue on and after the Forced Conversion Date; (iv) the place or places where Securities are to be surrendered for conversion; and (v) that Holders may surrender their Securities for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Forced Conversion Date. (f) If any Forced Conversion Notice has been given in respect of the Securities in accordance with this Note plusSection 11, if so specified on presentation and surrender of the Securities at the place or places stated in the Forced Conversion Notice, accrued but unpaid liquidated damages the Securities shall be converted at the applicable Conversion Rate on the Forced Conversion Date. Notwithstanding the foregoing, from and other amounts owing after the Forced Conversion Date, the Securities subject to the Holder under this Note, it being agreed that Forced Conversion (the “Conversion Date” for purposes of Section 4 Subject Securities”) shall be deemed to occur on be no longer outstanding and shall only represent the third Trading Day following right to receive the Common Stock that is issuable pursuant to the Forced Conversion Notice Date (such third Trading Day, plus any interest on the “Subject Securities accrued and unpaid to the Forced Conversion Date”). Any . (g) The Holders agree to provide, upon request by the Issuer, any information that is reasonably necessary to facilitate the Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Conversion.

Forced Conversion. Notwithstanding anything herein to (i) On or after the contrary, if after two-year anniversary of the Original Issue Date, (i) the closing sales price Corporation shall have the right, at its option, subject to a sufficient number of the Company’s shares of Common Stock being available for each issuance upon conversion, to cause the Series A Preferred in whole, but not in part, to be automatically converted into a number of whole shares of Common Stock using the sixty formula set forth in Section 5(a) (60) consecutive Trading Days immediately prior a "Forced Conversion"). The Corporation may exercise its right to the issuance of the cause a Forced Conversion Notice on a Forced Conversion Date (as defined belowin Section 5(g), which period shall have commenced ) pursuant to this Section 5(b) only after if: (A) the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions trading volume of the Common Stock that occur after averages at least 100,000 shares per Trading Day over the Original Issue Dateimmediately preceding 30 Trading Day period (as adjusted for stock dividends, combination or splits with respect to the Common Stock); and (B) and the daily Volume-Weighted Average Price of the Common Stock exceeds 200% of the then-prevailing Conversion Price for at least 20 Trading Days of the immediately preceding 30 Trading Day period ending on the Trading Day prior to the Corporation's delivery of written notice, as described in Section 5(b)(ii) hereof, notifying the holders of the Series A Preferred of the Corporation's exercise of its right to cause a Forced Conversion. (ii) To exercise its right to cause a Forced Conversion described in excess of 200,000 shares Section 5(b)(i) hereof, the Corporation must deliver written notice to the holders of the Company’s Common Stock has traded Series A Preferred, notifying such holders of such a Forced Conversion; provided that the Corporation delivers such written notice within five (5) days of any date on each which the conditions described in Section 5(a) hereof are met. The conversion date will be a date selected by the Corporation (the "Forced Conversion Date") and will be no more than thirty (30) days after the date on which the Corporation delivers the written notice described in this Section 5(b)(ii). (iii) In addition to any information required by applicable law or regulation, the notice of sixty a Forced Conversion described in Section 5(b)(ii) shall state, as appropriate: (60A) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, Date; (iiiB) the number of shares of Common Stock to be issued upon conversion of each share of Series A Preferred; (C) the number of shares of Series A Preferred to be converted; (D) that dividends on the Series A Preferred to be converted will cease to accumulate on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering (E) the resale amount of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,any payment for accumulated and unpaid dividends. (iv) the Company is current in its required Periodic Filings with the SEC On and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion NoticeDate, accrued but unpaid liquidated damages Cumulative Dividends will cease to accumulate on the Series A Preferred called for a Forced Conversion and other amounts owing all rights of holders of Series A Preferred will terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof pursuant to the Holder under this Noteformula set forth in Section 5(a) and cash in lieu of any fractional shares of Common Stock, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed and with no right to occur any interim dividends declared on the third Trading Day following Common Stock. Notwithstanding the foregoing, the Corporation shall pay to each holder of Series A Preferred a payment equal to the aggregate amount of any accumulated and unpaid Cumulative Dividends on the Series A Preferred held by such holder accruing through the Forced Conversion Notice Date (such third Trading Day, Date. Such payment described in the “Forced Conversion Date”). Any Forced Conversion preceding sentence shall be applied ratably to all Holders based paid by the Corporation, at its sole option, in the form of (x) cash, (y) shares of Common Stock, or (z) a combination of cash and shares of Common Stock distributed among the holders of Series A Preferred on their initial purchases a pro rata basis; provided, however, that shares of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder Common Stock issued in payment or partial payment of such payments shall be applied against valued for such purpose at the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Price.

Forced Conversion. Notwithstanding anything herein to the contraryIf, if after the Original Issue Date, (i) beginning on that date that is four months and one day following the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately Offering and prior to the issuance of Maturity Date, the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions VWAP of the Common Stock that occur after Shares on the Original Issue DateTSX (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days equals or exceeds $9.00, as adjusted in accordance with Section 6.5, the Corporation may force conversion of all but not less than all of the principal amount (less any tax required by law to be deducted or withheld) of the Debenture at the Conversion Price, upon giving the Debentureholders 30 days advance written notice by way to the Trustee in accordance with Section 13.3 (the “Forced Conversion Notice”) and concurrently issuing a news release. The Corporation shall pay all accrued and unpaid interest (iiless any tax required by law to be deducted or withheld) in excess cash. The holder of 200,000 shares of a Debenture may convert such Debenture in whole or in part into Common Share until 4:30 p.m. (Vancouver time) on the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately Business Day prior to the issuance date the Debenture is forced to convert in the manner provided in Section 6.4. In the event that the Corporation exercises its right to force conversion of all of the the principal amount of the Debentures pursuant to this Section 6.7, the effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice, ; or (iiib) on the Forced Conversion Notice Date and thereafter there if no date is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified stipulated in the Forced Conversion Notice, accrued but unpaid liquidated damages the date that is 30 days following the date of such Forced Conversion Notice, and other amounts owing to the Holder under this Note, it being agreed that the “upon such Forced Conversion Date” for purposes : (i) all of Section 4 the principal amount (less any tax required by law to be deducted or withheld) of the Debentures shall be deemed to occur on be converted into Common Shares at the third Trading Day following then applicable Conversion Price; and (ii) the Debentureholders shall be entered in the books of the Corporation as at the Forced Conversion Notice Date (such third Trading Dayas the holder of the number of Common Shares, as applicable, into which the Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Vancouver, at 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, by the Debentureholders, or in the case of Uncertificated Debentures, the “Forced Conversion Date”). Any Forced Conversion surrender of interests in the Debentures through the Depository’s non-certificated system, the Corporation shall be applied ratably to all Holders based on their initial purchases of Notes pursuant deliver to the Subscription Agreement; provided that any voluntary conversions Debentureholders certificates for the Common Shares or deposit Common Shares through the Depository’s non-certificated system, as applicable, for the Common Shares into which the Debentures held by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly them have been converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Effective Date, (i) the closing sales price of the Company’s Common Stock VWAPs for each of the sixty (60) any 20 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (Effective Date, such period the “Threshold Period”), ) exceeds $1.16 6.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 daily trading volume for such Threshold Period, which Threshold Period shall have commenced only after the Effective Date, exceeds 75,000 shares of the Company’s Common Stock has traded on each of sixty per Trading Day (60) consecutive Trading Days immediately prior subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the issuance of like after the Forced Conversion NoticeInitial Exercise Date), (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debentures plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this Notepursuant to Section 4, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the such Holder’s pro pro-rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, either (i) the closing sales price of the Company’s Common Stock VWAP for each of the sixty (60) any 10 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below)Days, which period shall have commenced only after the Original Issue Date (such period the “"Threshold Period”"), equals or exceeds $1.16 0.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and ), or (ii) in excess of 200,000 shares of the Company’s Common Stock has traded 's elects to lists a class of securities on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Noticea national securities exchange, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is delivered to the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to convert all or part of the then outstanding Principal Amount principal amount of this Note Debenture plus, if so specified in the Forced Conversion Notice, accrued but unpaid interest, liquidated damages and other amounts owing to the Holder under this NoteDebenture, it being agreed that the “"Conversion Date” " for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “"Forced Conversion Date”"). The Company may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Company shall not be effective, unless all of the Equity Conditions are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date such Conversion Shares pursuant to such conversion are delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes Debentures pursuant to the Subscription Purchase Agreement; , provided that any voluntary conversions by a Holder shall be applied against the Holder’s 's pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note Debenture is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to (a) If (1) the contraryDaily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Ordinary Shares) exceeds one hundred and fifty percent (150%) of the Conversion Price (the “Agreed Threshold”) on any twenty (20) Trading Days (whether or not consecutive) during any thirty (30) consecutive Trading Day period beginning on or after the Original Issue Datefifth (5th) anniversary of the date of this Indenture (such thirty (30) consecutive Trading Day period being the “Forced Conversion Qualification Period”), (i2) the closing sales price Daily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Company’s Common Stock Ordinary Shares) for each of the sixty last five (605) consecutive Trading Days immediately prior during the Forced Conversion Qualification Period is not lower than the Agreed Threshold and (3) the aggregate average daily dollar trading volume (as reported on Bloomberg) of (x) the ADSs on The NASDAQ Global Market and (y) the Ordinary Shares on the Hong Kong Stock Exchange during such Forced Conversion Qualification Period is, in the aggregate of (x) and (y) (any amount not expressed in U.S. Dollars shall be converted into U.S. Dollars by using the average of the applicable exchange rate reported on Bloomberg FX Fixings page (or, if such page is not available, its equivalent successor page) at 5:00 pm New York time on each Trading Day during such Forced Conversion Qualification Period), at least US$70.0 million, then, the Company shall have the right (but not the obligation), by providing written notice (which notice shall be irrevocable and shall not be subject to conditions) within ten (10) Business Days following the Forced Conversion Qualification Period to all Holders of Notes, to force the conversion of all (and not some only) of the outstanding principal amount of the Notes held by such Holders on the Conversion Date (subject to the issuance immediately following sentence) into Conversion Securities at the then applicable Conversion Rate (the “Forced Conversion Notice” and, the conversion of Notes pursuant to this Section 13.03(a), the “Forced Conversion”). The Conversion Date with respect to any such Forced Conversion will be a date specified by the Company in the Forced Conversion Notice to the Holders, which shall be a Business Day that is no less than 10 Business Days and no more than 30 Business Days after the date of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Notwithstanding anything to the contrary contained in this Indenture, no “Make-Whole Amount” shall be payable by the Company to any Holder upon a Forced Conversion. (b) A Forced Conversion shall be applied ratably to all Holders based on their initial purchases will have the same effect as a conversion of the applicable outstanding principal amount of the Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against effected at the Holder’s pro rata allocation, thereby decreasing election pursuant to Article 13 (Conversion of Notes) with a Conversion Date occurring on the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall Date. No Holders will be subject required to all of deliver a Conversion Notice, provided any Holder may notify the provisions of Section 4, including, without limitationCompany, the provision requiring payment ADS Depositary and the Conversion Agent in writing substantially in the form of liquidated damages and limitations on conversions. No Attachment 5 to the Form of Note attached hereto as Exhibit A no later than five (5) Business Days before the Conversion Date specified in the Forced Conversion Notice shall be effective of its election to the extent it would require a Conversion receive Ordinary Shares in excess lieu of the limitations in Section 4 (c ) of the Note any ADSs deliverable upon such Forced Conversion.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) If following the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately Offering and prior to the issuance of Maturity Date, the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions VWAP of the Common Stock that occur after Shares on the Original Issue DateTSX (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days exceeds $17.00, as adjusted in accordance with Section 6.5, the Corporation may force conversion of all but not less than all of the principal amount (less any tax required by law to be deducted or withheld) of the Debenture at the Conversion Price, upon giving the Debentureholders 30 days advance written notice by way to the Trustee in accordance with Section 13.3 (the “Forced Conversion Notice”) and concurrently issuing a news release. The Corporation shall pay all accrued and unpaid interest (iiless any tax required by law to be deducted or withheld) in excess cash. The holder of 200,000 shares of a Debenture may convert such Debenture in whole or in part into Common Share until 4:30 p.m. (Vancouver time) on the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately Business Day prior to the issuance date the Debenture is forced to convert in the manner provided in Section 6.4. In the event that the Corporation exercises its right to force conversion of all of the principal amount of the Debentures pursuant to this Section 6.7, the effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice, ; or (iiib) on the Forced Conversion Notice Date and thereafter there if no date is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified stipulated in the Forced Conversion Notice, accrued but unpaid liquidated damages the date that is 30 days following the date of such Forced Conversion Notice, and other amounts owing to the Holder under this Note, it being agreed that the “upon such Forced Conversion Date” for purposes : (i) all of Section 4 the principal amount (less any tax required by law to be deducted or withheld) of the Debentures shall be deemed to occur on be converted into Common Shares at the third Trading Day following then applicable Conversion Price; and (ii) the Debentureholders shall be entered in the books of the Corporation as at the Forced Conversion Notice Date (such third Trading Dayas the holder of the number of Common Shares, as applicable, into which the Debentures held by them are convertible. Upon the surrender of Debenture Certificates to the Trustee at its principal office in the City of Vancouver, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, by the Debentureholders, or in the case of Uncertificated Debentures, the “Forced Conversion Date”). Any Forced Conversion surrender of interests in the Debentures through the Depository’s non-certificated system, the Corporation shall be applied ratably to all Holders based on their initial purchases of Notes pursuant deliver to the Subscription Agreement; provided that any voluntary conversions Debentureholders certificates for the Common Shares or deposit Common Shares through the Depository’s non-certificated system, as applicable, for the Common Shares into which the Debentures held by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly them have been converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

Forced Conversion. Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) Effective Date the closing sales price average of the Company’s Common Stock VWAPs for each of the sixty (60) any 22 Trading Days during a 30 consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice Day period (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 0.29752 (subject to adjustment for reverse and forward stock splitssplits and the like), stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company Corporation may, within 1 two (2) Trading Day Days after the end of any such Threshold Period, deliver a written notice to the Holder all Holders (a “Forced Conversion Notice” and the date such notice is delivered to the Holderall Holders, the “Forced Conversion Notice Date”) to cause the each Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so such Holder’s Preferred Stock (as specified in the such Forced Conversion Notice) up to a maximum amount as to a Forced Conversion Date not to exceed, accrued but unpaid in the aggregate among all Holders, 15% of the average daily trading volume of the Common Stock on the principal Trading Market during the applicable Threshold Period, and all liquidated damages and other amounts owing due in respect of the Preferred Stock pursuant to the Holder under this NoteSection 6, it being agreed that the “Conversion Date” for purposes of Section 4 6 shall be deemed to occur on no later than the third earlier of (i) two (2) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the Forced Conversion Notice Date (such third Trading Daydate, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless the applicable Equity Conditions have been met as of the Forced Conversion Notice Date through and including the later of the Forced Conversion Date and the Trading Day on which that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Additionally, the Corporation may only deliver one Forced Conversion Notice in any 22 consecutive Trading Day period. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on their each Holder’s initial purchases of Notes pursuant to the Subscription Agreement; Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against the Holdersuch H▇▇▇▇▇’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion less than all shares of this Note is the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion conversion effected by this Section 8(a) shall be subject to all of the provisions of Section 46, including, without limitation, the provision provisions requiring payment of liquidated damages and limitations on conversions. No Forced conversions and determining the number of shares of Common Stock being issued using the Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note Ratio.