Common use of Issuance of Conversion Shares Clause in Contracts

Issuance of Conversion Shares. Upon Lender’s delivery to Borrower of the Conversion Notice, Borrower shall promptly issue and cause to be delivered to Lender a certificate for the Conversion Shares issuable in respect of such Conversion Notice not later than the fifth (5th) Trading Day immediately following the Conversion Date (the “Share Delivery Date”). The Loans shall be deemed to have been converted as of the close of business on the Conversion Date, and upon delivery of the Conversion Notice, Lender (or its designee as set forth in the Conversion Notice) shall be deemed for all corporate purposes to have become the holder of record of the Conversion Shares as of the Conversion Date. On or before the Share Delivery Date, Borrower shall issue and dispatch by overnight courier to the address as specified in the Conversion Notice, a certificate, registered in Borrower’s share register in the name of Lender or its designee, for the number of Conversion Shares to which Lender is entitled pursuant to such conversion; provided, that, (i) if as of the Conversion Date, there is an effective registration statement under the Securities Act covering the resale of the Conversion Shares subject to such conversion or (ii) if the Conversion Date on or after the six-month anniversary of the date of issuance of the Loans subject to the Conversion Notice, and at the time of such conversion, Borrower satisfies the current public information requirements contained in Rule 144(c) promulgated under the Securities Act, then, on or prior to the Share Delivery Date, Borrower shall (X) provided that Borrower’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”), upon the request of Lender, credit such aggregate number of Conversion Shares to which Lender is entitled pursuant to such conversion to Lender’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the transfer agent is not participating in the FAST Program, issue and dispatch by overnight courier to the address as specified in the Conversion Notice, a certificate, registered in Borrower’s share register in the name of Lender or its designee, for the number of Conversion Shares to which Lender is entitled pursuant to such conversion, without the imposition of any restrictive legend. Borrower agrees to maintain a transfer agent that is a participant in the FAST Program so long as any Obligations remain outstanding.

Issuance of Conversion Shares. Upon Lender’s delivery The parties hereto acknowledge that pursuant to Borrower the terms of the Conversion NoticeNote, Lender has the right, at its discretion, to convert amounts due under the Note into Common Stock in accordance with the terms of the Note. In the event, for any reason, the Borrower shall promptly issue and fails to issue, or cause the Transfer Agent to be delivered to Lender a certificate for issue, any portion of the Conversion Shares Common Stock issuable in respect upon conversion of such Conversion Notice not later than the fifth (5th) Trading Day immediately following the Conversion Date Note (the “Share Delivery DateConversion Shares”). The Loans ) to Lender in connection with the exercise by Lender of any of its conversion rights under the Note, then the parties hereto acknowledge that Lender shall irrevocably be deemed entitled to have been converted as deliver to the Transfer Agent, on behalf of itself and the close of business on the Conversion DateBorrower, and upon delivery of the a “Conversion Notice, Lender ” (or its designee as set forth defined in the Conversion NoticeNote) shall be deemed for all corporate purposes to have become requesting the holder of record issuance of the Conversion Shares as then issuable in accordance with the terms of the Note, and the Transfer Agent, provided they are the acting transfer agent for the Borrower at the time, shall, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue the Conversion Date. On or before Shares applicable to the Share Delivery DateConversion Notice then being exercised, Borrower shall issue and dispatch by surrender to a nationally recognized overnight courier for delivery to Lender at the address as specified in the Conversion Notice, a certificatecertificate of the Common Stock of the Borrower, registered in Borrower’s share register in the name of Lender or its designee, for the number of Conversion Shares to which Lender is shall be then entitled pursuant to such conversion; provided, that, (i) if as of the Conversion Date, there is an effective registration statement under the Securities Act covering the resale of the Conversion Shares subject to such conversion or (ii) if the Conversion Date on or after the six-month anniversary of the date of issuance of the Loans subject to the Conversion NoticeNote, and at the time of such conversion, Borrower satisfies the current public information requirements contained in Rule 144(c) promulgated under the Securities Act, then, on or prior to the Share Delivery Date, Borrower shall (X) provided that Borrower’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”), upon the request of Lender, credit such aggregate number of Conversion Shares to which Lender is entitled pursuant to such conversion to Lender’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the transfer agent is not participating in the FAST Program, issue and dispatch by overnight courier to the address as specified set forth in the Conversion Notice. 15 (ii) Issuance of Additional Common Stock Under Section 2.2(f). The parties hereto acknowledge that pursuant hereto, the Borrower has agreed to issue, simultaneously with the execution of this Agreement and in the future, certain shares of the Borrower’s Common Stock. In the event, for any reason, the Borrower fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable to Lender hererunder, either now or in the future, then the parties hereto acknowledge that Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Borrower, a certificatewritten instruction requesting the issuance of the shares of Common Stock then issuable in accordance herewith, and the Transfer Agent, provided they are the acting transfer agent for the Borrower at the time, shall, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue such shares of the Borrower’s Common Stock as directed by Lender, and surrender to a nationally recognized overnight courier for delivery to Lender at the address specified in the Lender’s notice, a certificate of the Common Stock of the Borrower, registered in Borrower’s share register in the name of Lender or its designeeLender, for the number of Conversion Shares shares of Common Stock issuable to which Lender is entitled pursuant to such conversion, without the imposition of any restrictive legendin accordance herewith. Borrower agrees to maintain a transfer agent that is a participant in the FAST Program so long as any Obligations remain outstanding.(iii)

Issuance of Conversion Shares. Upon Lender’s delivery The parties hereto acknowledge that pursuant to Borrower the terms of the Conversion NoticeRevolving Note and the Advisory Fee Notes, Lender has the right (after the occurrence of an Event of Default under the Revolving Note), to convert amounts due under the Revolving Note or the Advisory Fee Notes into Common Stock in accordance with the terms thereof. In the event, for any reason, the Borrower shall promptly issue and fails to issue, or cause the Transfer Agent to be delivered to Lender a certificate for issue, any portion of the Conversion Shares Common Stock issuable in respect upon conversion of such Conversion Notice not later than the fifth (5th) Trading Day immediately following Revolving Note or the Conversion Date Advisory Fee Notes (the “Share Delivery DateConversion Shares”). The Loans shall be deemed ) to have been converted as Lender, or its successors or assigns, in connection with the exercise by Lender, or such successors and assigns, of any of the close conversion rights under the Revolving Note or Advisory Fee Notes, then the parties hereto acknowledge that Lender, or its successors and assigns, shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of business on itself and the Conversion DateBorrower, and upon delivery of the a “Conversion Notice, Lender ” (or its designee as set forth defined in the Conversion NoticeRevolving Note and the Advisory Fee Notes) shall be deemed for all corporate purposes to have become requesting the holder of record issuance of the Conversion Shares as then issuable in accordance with the terms of the Revolving Note or Advisory Fee Notes, and the Transfer Agent, provided they are the acting transfer agent for the Borrower at the time, shall, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue the Conversion Date. On or before Shares applicable to the Share Delivery DateConversion Notice then being exercised, Borrower shall issue and dispatch by surrender to a nationally recognized overnight courier for delivery to Lender, its successors and assigns, at the address as specified in the Conversion Notice, a certificatecertificate of the Common Stock of the Borrower, registered in Borrower’s share register in the name of Lender Lender, such successors and assigns, or its their designee, for the number of Conversion Shares to which Lender is they shall be then entitled pursuant to such conversion; provided, that, (i) if as of the Conversion Date, there is an effective registration statement under the Securities Act covering the resale of the Conversion Shares subject to such conversion Revolving Note or (ii) if the Conversion Date on or after the six-month anniversary of the date of issuance of the Loans subject to the Conversion NoticeAdvisory Fee Notes, and at the time of such conversion, Borrower satisfies the current public information requirements contained in Rule 144(c) promulgated under the Securities Act, then, on or prior to the Share Delivery Date, Borrower shall (X) provided that Borrower’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”), upon the request of Lender, credit such aggregate number of Conversion Shares to which Lender is entitled pursuant to such conversion to Lender’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the transfer agent is not participating in the FAST Program, issue and dispatch by overnight courier to the address as specified set forth in the Conversion Notice, a certificate, registered in Borrower’s share register in the name of Lender or its designee, for the number of Conversion Shares to which Lender is entitled pursuant to such conversion, without the imposition of any restrictive legend. Borrower agrees to maintain a transfer agent that is a participant in the FAST Program so long as any Obligations remain outstanding(ii) Intentionally Left Blank.