Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided an Event of Default (a) At any time on or an event which with the passage of time or giving of notice could become an Event of Default has not occurredafter [●], then, until the Maturity Date2019, the Borrower will Corporation shall have the option by written notice right, at its option, to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder elect to convert cause all or a any portion of the outstanding and unpaid principal shares of Series A Preferred Stock to be automatically converted into that number of shares of Common Stock for each share of Series A Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Closing Sale Price of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) equals or exceeds 120% of the Conversion Price, as adjusted, Price then in affect effect for at least 20 Trading Days (“Mandatory Conversion”whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(b). The Notice Notwithstanding anything to the contrary in this Section 9(a), the Corporation shall not, in any calendar month, convert pursuant to this Section 9 a number of shares of Series A Preferred Stock in excess of the number of shares of Series A Preferred Stock the conversion of which would result in the issuance of a number of shares of Common Stock in excess of 15% the number of shares of Common Stock traded on the NASDAQ Capital Market (or any other exchange or automated quotation system on which securities of the Corporation may be listed or quoted) during the calendar month preceding the month of the Mandatory ConversionConversion Date (as defined below). (b) To exercise the mandatory conversion right described in Section 9(a), which the Corporation must issue a press release giving notice must be given of such mandatory conversion for publication on the Dow Xxxxx News Service or Bloomberg Business News (or another broadly disseminated news or press release service selected by the Corporation) prior to the Open of Business on the first day Trading Day immediately following twenty (20) consecutive trading days (“Lookback Period”) during any date on which the closing price for the Common Stock as reported by Bloombergcondition described in Section 9(a) is met, LP for the Principal Market shall be greater than Five Dollars ($5.00) each announcing such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesa mandatory conversion. The conversion date will be a date selected by the Notice of Mandatory Conversion is given is Corporation (the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify ”) and will be no later than 10 calendar days after the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for date on which the Holder had delivered Corporation issues the press release described in this Section 9(b). In addition to any information required by applicable law or regulation, such press release and notice of a Notice of Conversion to the Borrower during the twenty mandatory conversion shall state, as appropriate: (20i) trading days preceding the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Series A Preferred Stock; and (iii) that dividends on the Series A Preferred Stock to be converted will cease to accumulate on the Mandatory Conversion Date. (c) On and after the Mandatory Conversion Date, dividends shall cease to accumulate on the Series A Preferred Stock called for a mandatory conversion pursuant to this Section 9 and all rights of Holders shall terminate except for the right to receive the shares of Common Stock issuable upon conversion thereof and, if applicable, a dividend on the Mandatory Conversion Date as provided in the following sentence. Each An amount equal to the amount of any accumulated and unpaid dividends with respect to the Series A Preferred Stock called for a mandatory conversion pursuant to this Section 9 as of the Close of Business on the Mandatory Conversion Date shall be a deemed paid on such Mandatory Conversion Date and to the Borrower will be required to deliver record holder of such share at the Common Stock issuable pursuant to a Close of Business on such Mandatory Conversion Notice Date at the Corporation’s sole election, either: (i) in the same manner and time period as described in the Subscription Agreement. A Notice cash, (ii) by delivery of Mandatory Conversion may be given only in connection with an amount shares of Common Stock which would at the Conversion Rate or (iii) through a combination of cash and shares of Common Stock. (d) The Corporation may not cause authorize, issue a Holder press release or give notice of any mandatory conversion pursuant to exceed this Section 9 unless, prior to giving the 4.99% mandatory conversion notice, all accumulated and unpaid dividends on the Series A Preferred Stock (whether or if increased, 9.99%not declared) beneficial ownership limitation for dividend periods ended prior to the date of such mandatory conversion notice shall have been paid or such accumulated and unpaid dividends are declared and a sufficient sum in cash or number of shares of Series A Common Stock or Common Stock for payment of such dividends shall have been set forth in Section 2.3 of this Noteaside for payment on or prior to the Mandatory Conversion Date.

Mandatory Conversion. Provided an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default Default) has not occurred, then, until commencing after the Maturity date the Registration Statement described in Section 11.1(iv) of the Subscription Agreement has been declared effective ("Actual Effective Date"), the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect effect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following twenty a consecutive ten (2010) consecutive day trading days period (“"Lookback Period”") during which the closing bid price for the Borrower's Common Stock Stock, as reported by Bloomberg, LP for the Principal Market shall be greater Market, is more than Five Dollars ($5.00) 0.50 each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesLookback Period. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which that is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in terms and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Lookback Period. The Borrower shall reduce the amount of Note principal subject included in a Mandatory Redemption Notice shall be further reduced to a Notice an amount that would not cause the Holder to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the may not be given until twenty (20) trading days have elapsed from the preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 above.

Mandatory Conversion. Provided an Event Commencing after the actual effective date of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until Registration Statement described in Article 3 hereunder that includes the Maturity Dateshares underlying this Note, the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty a consecutive ten (2010) consecutive day trading days (“Lookback Period”) period during which the closing price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater more than Five Dollars ($5.00) 0.60 each such trading day and during which twenty (20) trading days, the with an average daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 in excess of 150,000 shares. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note1.2 above.

Mandatory Conversion. Provided that all of the shares of Common Stock issuable upon conversion of the entire outstanding Principal Amount and accrued interest may be transferred by the Holder without restrictive legends, are free-trading stock and not subject to further restrictions on transfer and further provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the one-time option by with a thirty (30) day prior written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, interest into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first business day following twenty thirty (2030) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be equal to or greater than Five Dollars ($5.00) 0.24, each such trading day and during which twenty (20) trading daysLookback Period, the average daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater not less than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note and interest which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a the Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note. Failure by the Borrower to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date will be a non-curable Event of Default. The trading volume and closing price set forth above will be equitably adjusted to offset the effect of stock splits, stock dividends and similar events.

Mandatory Conversion. Provided an Event Subject to the limitation set forth in Section 4(d), if (i) all of Default the Equity Conditions are in effect, each day during the Threshold Period, and (ii) the closing price for any 20 consecutive Trading Days, which 20 consecutive Trading Day period shall commence six months after the Original Issue Date (“Threshold Period”), equals or an event which with exceeds $0.04 (subject to adjustment for reverse and forward stock splits and the passage like), Borrower may, within two Trading Days after the end of time or giving of notice could become an Event of Default has not occurredany such Threshold Period, then, until the Maturity Date, the Borrower will have the option by deliver a written notice to all Holders (a “Mandatory Conversion Notice” and the Holder date such notice is delivered to all Holders and other Holders, the “Mandatory Conversion Notice Date”) to cause such Holders and Other Holders to convert (a “Notice of Mandatory Conversion”) of compelling the Holder to convert all or part of such Notes (as specified in such Mandatory Conversion Notice), plus all accrued but unpaid interest thereon pursuant to Section 4. It is agreed that the “Conversion Date” for purposes of Section 4 in connection with a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Mandatory Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must shall be given deemed to occur on the first day third (3rd) Trading Day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (such third Trading Day, the “Mandatory Conversion Date.” The ”). Borrower may not deliver a Mandatory Conversion Notice, and any Mandatory Conversion Notice delivered by Borrower shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period and through and including the date that the Conversion Shares issuable pursuant to such Mandatory Conversion Notice are actually delivered to the Holder pursuant to the Mandatory Conversion Notice. Any Mandatory Conversion Notice shall be applied ratably to the Holder and all Other Holders based on each such Holder’s initial Note principal, provided that any voluntary conversions by a Holder or Other Holder shall be applied against such Holder’s pro rata allocation, thereby decreasing the aggregate amount mandatorily convertible hereunder if less than all Note principal and interest are mandatorily converted. For purposes of clarification, a Mandatory Conversion shall specify the aggregate principal amount be subject to all of the Note which is subject to Mandatory Conversionprovisions of Section 4, including, without limitation, the provisions requiring payment of liquidated damages and limitations on conversions. A Mandatory Conversion Notices must will not be given proportionately to all Holders effective in excess of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteBeneficial Ownership Limitation.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion PricePrice as defined in the October 23, 2007 transaction, as adjusted, (the “Conversion Price”) then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided an Event of Default Notwithstanding anything to the contrary, express or an event which implied, contained in this Note, at such time as Hightimes shall complete its pending Regulation A+ initial public offering, currently scheduled to be completed on or before October 31, 2018, pursuant to its Form 1-A Offering Circular approved by the Securities and Exchange Commission (“SEC”) on July 26, 2018 and as supplemented by its Form 1-U Current Reports and Form 1 SA Semi-Annual Report filed with the passage of time or giving of notice could become an Event of Default has not occurredSEC subsequent to July 26, then, until 2018 (the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory ConversionHightimes IPO”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for at such time as the Common Stock is first listed for trading or quoted on an “Approved Securities Market” (as reported by Bloombergdefined in Section 3(a)(i) below), LP for the Principal Market a “Mandatory Conversion Event” shall be greater than Five Dollars ($5.00) each deemed to have occurred. Upon the occurrence of such trading day and during which twenty (20) trading daysMandatory Conversion Event, the daily trading volume as reported by Bloomberg L.P. for entire Outstanding Principal Amount of this Note and all accrued Interest hereon at the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Interest Rate (the “Mandatory Conversion Date.” The Notice of Mandatory Conversion Amount”) shall specify automatically, and without any further action on the aggregate principal amount part of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must Holder, convert into that number of shares of fully paid and nonassessable shares of Common Stock as shall be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion equal to the Borrower during the twenty (20) trading days preceding quotient of dividing the Mandatory Conversion Date. Each Mandatory Amount by the Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation Price set forth in Section 2.3 3(a)(ii) below (the “Mandatory Conversion Shares”). Hightimes shall not issue any fraction of a share of Common Stock upon any mandatory conversion under this NoteSection 3(a). If the issuance would result in the issuance of a fraction of a share of Common Stock, Hightimes shall round such fraction of a share of Common Stock up to the nearest whole share. Hightimes shall pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection with the issuance of shares of the Common Stock to the Holder pursuant to this Section 3(a). Within three (3) Trading Days after Hightimes gives the Holder notice by facsimile or email transmission that a Mandatory Conversion Event has occurred, Hightimes will provide VStock Transfer Company, its transfer agent, with documentation that the Mandatory Conversion Shares are eligible for such electronic issuance. In the event that Hightimes shall fail to issue and deliver to Holder via “DWAC/FAST” electronic transfer the number of Mandatory Conversion Shares to which the Holder is entitled upon the occurrence of a Mandatory Conversion Event, the Outstanding Principal Amount of the Note shall increase by $2,000 per day until such time as Hightimes issues and delivers a certificate to the Holder or credits the Holder’s balance account with DTC for the number of Mandatory Conversion Shares to which the Holder is entitled upon such Mandatory Conversion Event. Hightimes Convertible Note – Sept 2018 (i) Hightimes will not be subject to any penalties once its transfer agent processes the Mandatory Convesion Shares to the DWAC system. “Approved Securities Market” shall mean any one or more of the following securities exchanges or markets: The NASDAQ Stock Market LLC, including the NASDAQ Capital Market, the New York Stock Exchange, including the NYSE American, the OTCQX Market of OTC Markets Group Inc. or the Canadian Stock Exchange.

Mandatory Conversion. Provided an Event (a) Subject to this Section 7 and the conversion procedures set forth in Section 8, at any time on or after the third anniversary of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Original Issuance Date, the Borrower will have Company may elect, upon the option approval of a majority of the independent and disinterested directors of the Board, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock by written notice delivery to the Holder (“Holders of a Notice of Mandatory Conversion”) Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of compelling Mandatory Conversion unless the Holder to convert all or a portion VWAP per share of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at exceeds one hundred fifty percent (50150%) of the Conversion Price, as adjusted, then in affect Price for the thirty (“Mandatory Conversion”). The 30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which notice must election shall be given on irrevocable (the first day following twenty (20) consecutive trading days (election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Lookback Period”) during Mandatory Conversion,” and the date upon which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is occurs, the “Mandatory Conversion Date.” The Notice ”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of shares of Common Stock equal to the quotient of (A) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion shall specify Date, divided by (B) the aggregate principal amount Conversion Price as of the Note which is subject applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s exercise of a Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce , and (y) the amount of Note principal subject to such Dividend, if a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall Preferred Dividend, will not be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice included in the same manner and time period as described Liquidation Preference referred to in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% clause (or if increased, 9.99%A) beneficial ownership limitation set forth in Section 2.3 of this Noteabove.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until then commencing after the Maturity Actual Effective Date, the Borrower Company will have the option by written notice to the Holder Subscriber (“"Notice of Mandatory Conversion”") of compelling the Holder Subscriber to convert all or a portion of the outstanding and unpaid principal of the Note Notes and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following twenty a consecutive seven (207) consecutive day trading days period (“"Lookback Period”") during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater is more than Five Dollars ($5.00) 3.00 each such trading day and the volume during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market Lookback Period is greater than 100,000 sharesat least 80,000 Shares each day. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who receive Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement described in Section 11.1 (iv) has been effective for the unrestricted public resale of Shares and Warrant Shares each day during the Lookback Period. The Borrower Company shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder Subscriber had delivered a Notice of Conversion to the Borrower Company during the twenty seven (207) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 of the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided an Event If, at any time from and after the Effective Date (as defined in the Purchase Agreement) (the “Mandatory Conversion Eligibility Date”), (i) the Weighted Average Price of Default the Common Stock equals or an event which with exceeds $2.50 per share for each of any twenty (20) consecutive Trading Days following the passage of time or giving of notice could become an Event of Default has not occurredMandatory Conversion Eligibility Date (the “Mandatory Conversion Measuring Period”) and (ii) the average daily trading volume over the Mandatory Conversion Measuring Period is at least $250,000, then, until then the Maturity Date, the Borrower will Corporation shall have the option by written notice right to require the Holder (“Notice of Mandatory Conversion”) of compelling the Holder Holders to convert any or all or a portion of the outstanding their shares of Series E Preferred Stock Price into fully paid and unpaid principal non-assessable shares of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect Rate (a “Mandatory Conversion”). The Corporation may exercise its right to require conversion under this Section 7(b) on one occasion by delivering within not more than five (5) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all Holders of shares of Series E Preferred Stock and the Transfer Agent (the “Mandatory Conversion Notice,” and the date all the Holders received such notice by facsimile is referred to as the “Mandatory Conversion Notice of Date”). The Mandatory ConversionConversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with Section 7(a), which notice must Trading Day shall be given on the first day following at least twenty (20) consecutive trading days Business Days but not more than sixty (“Lookback Period”60) during which Business Days following the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (the “Mandatory Conversion Date.” The Notice ”), (ii) the number of shares of Series E Preferred Stock of such Holder subject to the Mandatory Conversion shall specify (iii) the aggregate principal amount number of the Note which is shares of Series E Preferred Stock subject to Mandatory Conversion. Mandatory Conversion Notices must from all of the Holders pursuant to this Section 7 and (iv) the number of shares of Common Stock to be given proportionately issued to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the such Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding on the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) 450% of the Conversion Price on each such trading day and during which twenty (20) trading days, the with a daily trading dollar volume as reported by Bloomberg L.P. for the Principal Market is greater amount of not less than 100,000 shares$200,000. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes and Other Holders of Other Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.1 above and the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 3.2 of this Note. A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback Period and through the Mandatory Conversion Date.

Mandatory Conversion. Provided an Event (a) During the period on or after the 3-year anniversary of Default or an event which with the passage Issue Date but prior to the 5-year anniversary of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity DateIssue Date (the “First Mandatory Conversion Period”), the Borrower will Corporation shall have the option by written right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Holder Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “Notice of First Mandatory ConversionConversion Premium”) of compelling the Holder to convert all then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a portion period of 30 consecutive Trading Days, including the last Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the outstanding and unpaid principal Issue Date but prior to the 7-year anniversary of the Note and accrued interestIssue Date (the “Second Mandatory Conversion Period”), thereonthe Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock at fifty percent for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (50%subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion PricePrice for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as adjusted, then described in affect Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory ConversionConversion Period”), the Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Notice Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of Mandatory Conversionthe Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which notice the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Corporation must be given issue a press release for publication on the Dow Xxxxx News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Corporation) prior to the open of business on the first day Trading Day following twenty (20) consecutive trading days (“Lookback Period”) during any date on which the closing price for condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Common Holders of the Preferred Stock as reported by Bloomberg, LP for (not later than 3 Business Days after the Principal Market date of the press release) of the mandatory conversion announcing the Corporation’s intention to convert the Preferred Stock. The conversion date shall be greater than Five Dollars a date selected by the Corporation ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice ”) and shall be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Corporation issues the press release described in this Section 9(d). Upon conversion of any Preferred Stock pursuant to this Section 9, the Corporation shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. (e) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9 shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty state, as appropriate: (20i) trading days preceding the Mandatory Conversion Date. Each ; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock; and (iii) that dividends on the Preferred Stock to be converted will cease to accrue on the Mandatory Conversion Date. (f) On and after the Mandatory Conversion Date, dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the close of business on the corresponding Dividend Payment Date shall be a deemed Conversion payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the Borrower will immediately preceding sentence with respect to a mandatory conversion pursuant to Section 9, no payment or adjustment shall be required made upon conversion of Preferred Stock for dividends with respect to deliver the Common Stock issuable issued upon such conversion thereof. (g) Notwithstanding anything to the contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to a Mandatory Conversion Notice Sections 9(a), 9(b) or 9(c) in the same manner and time period as described in aggregate into more than the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteCap.

Mandatory Conversion. Provided an Event Subject to the limitation set forth in Section 4(d), if (i) all of Default the Equity Conditions are in effect, each day during the Threshold Period, and (ii) the VWAP of the Ordinary Shares for any 10 consecutive Trading Days, which 10 consecutive Trading Day period shall commence six months after the Original Issue Date (“Threshold Period”), equals or an event which with exceeds 250% of the passage of time or giving of notice could become an Event of Default has not occurred, then, until then in effect Conversion Price (subject to adjustment for reverse and forward stock splits and the Maturity Datelike), the Borrower will have the option by Company may deliver a written notice to all Holders and Subsequent Purchasers (as defined in the Holder Purchase Agreement) (a “Mandatory Conversion Notice” and the date such notice is delivered to all Holders and Subsequent Purchasers, the “Mandatory Conversion Notice of Date”) to cause such Holders and Other Holders to convert (a “Mandatory Conversion”) of compelling the Holder up to convert all or a portion part of the outstanding such Notes and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent debt instruments held by Subsequent Purchasers (50%) of the as specified in such Mandatory Conversion Price, as adjusted, then in affect (“Mandatory Conversion”Notice). The It is agreed that the “Conversion Date” for purposes of Section 4 in connection with a Mandatory Conversion Notice of Mandatory Conversion, which notice must shall be given deemed to occur on the first day third (3rd) Trading Day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (such third Trading Day, the “Mandatory Conversion Date.” The Notice of ”). Borrower may not deliver a Mandatory Conversion Notice, and any Mandatory Conversion Notice delivered by Borrower shall specify the aggregate principal amount not be effective, unless all of the Note which is subject Equity Conditions have been met on each Trading Day during the applicable Threshold Period and through and including the date that the Conversion Shares issuable pursuant to Mandatory Conversion. such Mandatory Conversion Notices must be given proportionately Notice are actually delivered to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion pursuant to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateNotice. Each Any Mandatory Conversion Notice shall be applied ratably to the Holder, all Other Holders and Subsequent Purchasers based on each such Holder’s and Other Holders and Subsequent Purchasers initial Note and debt principal, provided that any voluntary conversions by a Holder or other Holder during the Threshold Period through the Mandatory Conversion Date shall be applied against such Holder’s pro rata allocation, thereby decreasing the aggregate amount mandatorily convertible hereunder. For purposes of clarification, a deemed Mandatory Conversion Date shall be subject to all of the provisions of Section 4, including, without limitation, the provisions requiring payment of liquidated damages and the Borrower will be required to deliver the Common Stock limitations on conversions. The maximum amount of all Conversion Shares issuable pursuant to in connection with a Mandatory Conversion Notice in for all Mandatory Conversion Notices deliverable to Holders, Other Holders and Subsequent Purchasers may not exceed twenty five percent (25%) of the same manner and time period as described in trading volume component of the Subscription AgreementVWAP for the applicable Threshold Period. A Notice of Mandatory Conversion Notice may not be given only sooner than ten (10) Trading Days after the preceding Mandatory Conversion Date. A Mandatory Conversion will not be effective in connection with an amount excess of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Beneficial Ownership Limitation under Section 2.3 of this Note4(d).

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Fixed Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided an Event If at any time after the second anniversary of Default the Initial Issuance Date (the “Mandatory Conversion Eligibility Date”), (i) the Weighted Average Price of the Common Stock equals or an event which with exceeds 175% of the passage initial Conversion Price (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the Subscription Date) for each of time any sixty (60) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the “Mandatory Conversion Measuring Period”) and (ii) the Equity Conditions shall have been satisfied or giving of notice could become an Event of Default has not occurredwaived in writing by the Holder on each day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (each, then, until the Maturity Dateas defined below), the Borrower will Company shall have the option by written notice right to the Holder (“Notice of Mandatory Conversion”) of compelling require the Holder to convert up to all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion PriceAmount then remaining into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the Conversion Rate as adjusted, then in affect of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). The Company may exercise its right to require conversion under this Section 9(a) on one occasion by delivering within not more than two (2) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Preferred Shares and the Transfer Agent (the “Mandatory Conversion Notice” and the date all of the holders received such notice by facsimile is referred to as the “Mandatory Conversion Notice of Date”). The Mandatory ConversionConversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with Section 9(a), which notice must Trading Day shall be given on the first day following at least twenty (20) consecutive trading days Business Days but not more than sixty (“Lookback Period”60) during which Business Days following the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (the “Mandatory Conversion Date.” The Notice ”), (ii) the number of Preferred Shares of such Holder subject to the Mandatory Conversion shall specify Conversion, (iii) the aggregate principal amount Conversion Amount of the Note which is Preferred Shares subject to Mandatory Conversion. Mandatory Conversion Notices must from all of the holders of the Preferred Shares pursuant to this Section 9 and (iv) the number of shares of Common Stock to be given proportionately issued to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the such Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding on the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided Unless an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default (as such term is defined in the Notes)) has occurred and has not occurredbeen timely cured, then, until then commencing after the Maturity DateActual Effective Date (as defined in Section 11.1(iv) of this Agreement), the Borrower Company will have the option by written notice to the Holder Subscribers (“"Notice of Mandatory Conversion”") of compelling the Holder Subscribers to convert part or all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, their Notes into Common Stock Shares at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory ConversionConversion may only be given, which notice must be given if at all, within five (5) business days after the Company has received the net proceeds from an underwritten public offering of the Company's equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the first day following twenty final closing of such public offering (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares"Mandatory Conversion Conditions"). The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note Notes which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders Subscribers of Notes. The Borrower shall reduce the amount of Note principal subject to a A Notice of Mandatory Conversion by may not be given unless the amount Registration Statement (as defined in Section 11.1(iv) of Note Principal and interest this Agreement) is effective for which the Holder had delivered a Notice unrestricted public resale of Conversion to the Borrower during Registrable Securities (as defined in Section 11.2 of this Agreement) for each of the twenty (20) trading days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Subscriber. The amount of Note principal included in a Mandatory Redemption Notice shall be reduced to an amount that would not cause a Subscriber to exceed the limitation described in Section 7.3 of this Agreement. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock Shares issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%Section 7.1(b) beneficial ownership limitation set forth in Section 2.3 of this NoteAgreement.

Mandatory Conversion. Provided an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default Default) has not occurred, then, until commencing after the Maturity date the Registration Statement described in Section 11.1(iv) hereof has been declared effective ("Actual Effective Date"), the Borrower Company will have the option by written notice to the Holder Subscriber (“"Notice of Mandatory Conversion”") of compelling the Holder Subscriber to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect effect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following twenty a consecutive ten (2010) consecutive day trading days period (“"Lookback Period”") during which the closing bid price for the Company's Common Stock Stock, as reported by Bloomberg, LP for the Principal Market shall be greater Market, is more than Five Dollars ($5.00) 0.50 each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesLookback Period. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which that is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders Subscribers of NotesNotes who received Notes similar in terms and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement has been effective for the unrestricted public resale of the Registrable Securities each day during the Lookback Period. The Borrower shall reduce the amount of Note principal subject included in a Mandatory Redemption Notice shall be further reduced to a Notice an amount that would not cause the Subscriber to exceed the limitations described in Section 2.3 of the Note and the sale limitations secribed in section 4(p) of this agreement. A further Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the may not be given until twenty (20) trading days have elapsed from the preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.1 of the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided an Event of Default Notwithstanding anything herein or an event which with in the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice SPA to the Holder contrary and after the Effectiveness Date (“Notice of Mandatory Conversion”as defined in the Registration Rights Agreement) of compelling so long as the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at Registration Statement is effective: (i) fifty percent (50%) percent of the original principal amount of this Debenture (the "Mandatory Conversion PriceAmount") shall automatically, and without any action on the part of the Holder, convert into shares of Common Stock at the Conversion Price then in effect if the closing bid price of the Common Stock in the Trading Market as reported by Bloomberg shall equal or exceed $0.75 (the "Conversion Threshold") for 15 of the 20 consecutive Trading Days (the "Mandatory Conversion Period") and (ii) fifty (50%) percent of the original principal amount of this Debenture (the "Additional Mandatory Conversion Amount") shall automatically, and without any action on the part of the Holder, convert into shares of Common Stock at the Conversion Price then in effect if the closing bid price of the Common Stock in the Trading Market as reported by Bloomberg shall equal or exceed $1.00 per share (the "Additional Conversion Threshold"), during a Mandatory Conversion Period"). Notwithstanding the foregoing, if the average daily trading volume of the Common Stock during the Mandatory Conversion Period on such market or exchange is less than $1,000,000, then the Mandatory Conversion Amount or Additional Mandatory Conversion Amount, as adjustedthe case may be, then in affect (“shall be limited to $1,000,000 of principal amount of Debentures for each Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which Conversion Period that the closing bid price for the Common Stock equals or exceeds the Conversion Threshold or the Additional Conversion Threshold, as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, case may be. If the average daily trading volume as reported by Bloomberg L.P. for of the Principal Market Common Stock on such market or exchange is greater than 100,000 shares. The date $1,000,000, but less than $2,000,0000, then the Notice of Mandatory Conversion is given is the “Amount or Additional Mandatory Conversion Date.” The Notice Amount, as the case may be, shall be limited to $2,000,000 of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Debentures for each Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce Period that the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest closing bid price for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to equals or exceeds the Conversion Threshold, or Additional Conversion Threshold, as the case may be. The limitations set forth in the immediately preceding two sentences shall irrevocably terminate upon the occurrence of average daily trading volume in excess of $2,000,000 in the Common Stock. for a Mandatory Conversion Notice in Period" (F) Section 1, Definitions, of the same manner Debentures is hereby amended by deleting the following definitions: "QUARTERLY REDEMPTION;" "QUARTERLY REDEMPTION AMOUNT;" and time period as described in "QUARTERLY REDEMPTION DATE", and Section 6(a) and Section 6(b) of the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteDebentures are hereby amended by deleting such sections and substituting therefore "INTENTIONALLY LEFT BLANK".

Mandatory Conversion. Provided an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default has Default) is not occurredcontinuing or was not extant during the prior twenty business days, then, until then commencing after the Maturity DateActual Effective Date (as defined in Section 11.1(iv) of the Subscription Agreement), the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Fixed Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory ConversionConversion may only be given, which notice must be given if at all, on the first business day following a consecutive twenty (20) consecutive day trading days period (“"Mandatory Conversion Lookback Period”") during which the closing price for the Borrower's Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater is more than Five Dollars 300% of the VWAP for the ten ($5.00) each such trading day and during which twenty (2010) trading days, days preceding the daily trading volume as reported by Bloomberg L.P. for Closing Date each day during the Principal Market is greater than 100,000 sharesMandatory Conversion Lookback Period. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in terms and tenure as this Note. The maximum aggregate amount for all Notices of Mandatory Conversion that may be given for each Mandatory Conversion Date may not exceed 25% of the daily trading volume for the seven (7) trading days preceding the Mandatory Conversion Date multiplied by the volume weighted average prices ("VWAP") as reported by Bloomberg L.P. for the Principal Market for such seven day trading period. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Mandatory Conversion Lookback Period. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. The amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.4 of this Note. A further Mandatory Conversion Notice may not be given until thirty (30) calendar days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 herein.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, until commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive twenty (20) consecutive day trading days (“Lookback Period”) period during which the closing bid price for the Company’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater more than Five Dollars ($5.00) 3.00 each such trading day and provided during which twenty (20) trading daysthe Lookback Period, the daily average trading volume as reported by Bloomberg L.P. for the Principal Market is greater not less than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower and the Holder will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection comply with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 above.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until then commencing after the Maturity DateActual Effective Date (as defined in the Subscription Agreement), the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice Conversion must be given on the first day given, if at all, within ten trading days following a consecutive twenty (20) consecutive day trading days period (“"Lookback Period”") during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater is higher than Five Dollars ($5.00) 200% of the Maximum Base Price each such trading day during the Lookback Period and the average daily volume during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market Lookback Period is greater not less than 100,000 shares200,000 shares of Common Stock. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who hold Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal subject to a A Notice of Mandatory Conversion by may not be given unless the amount Registration Statement described in Section 11.1 (iv) of Note Principal and interest the Subscription Agreement has been effective for which the Holder had delivered a Notice unrestricted public resale of Conversion to the Borrower Common Stock each day during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription AgreementSection 2.2 of this Note. A Notice of In no event may a Mandatory Conversion may Notice be given only in connection with an amount of Common Stock which would not cause a the Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth maximum amount designated in Section 2.3 of this Noteabove.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until Until the Maturity Date, the Borrower will have the option exercisable from time to time but not more than one time each thirty (30) days by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect effect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice if given, must be given on the first business day following twenty (20) consecutive trading days (“Lookback Period”) during which on each such trading day (i) the closing bid price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be was equal to or greater than Five two hundred and fifty percent (250%) of the Conversion Price (“Target Price”), (ii) the Aggregate Dollar Volume (as defined below) is not less than Fifty Thousand Dollars ($5.0050,000), (iii) each such the Registration Statement described in Section 11.1(i) of the Subscription Agreement was effective and includes therein as registered for public offer and sale, all of the Registrable Securities, without giving effect to any Registration Cutback, (iv) an Event of Default or an event which with the passage of time or the giving of notice could become an Event of Default, had not occurred, and (v) the Common Stock was listed for trading day and during which twenty (20) trading daysor quotation on the NYSE AMEX Equities, NASDAQ Global Market, NASDAQ Global Select Market, the daily trading volume as reported by Bloomberg L.P. for NASDAQ Capital Market, the Principal Market is greater than 100,000 sharesFINRA OTC Bulletin Board or OTCQB. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. The aggregate Principal Amount subject to Mandatory Conversion Notices may not exceed fifty percent (50%) of the initial Principal Amount of this Note unless the Target Price is five hundred percent (500%) of the Conversion Price, in which case, the Borrower may redeem the entire Principal Amount, subject to the Mandatory Conversion provisions described herein. Any Mandatory Conversion hereunder shall be made and taken pari passu with respect to this Note and any other Notes of the Company, except that the Borrower must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note the principal and interest subject to a Notice of Mandatory Conversion with respect to the Holder and/or any Other Holders, as the case may be, (a) to the extent necessary in order to comply with the conversion limitations applicable to such Holder or Other Holder, as the case may be, pursuant to Section 2.3 of this Note and the Other Notes, and (b) by the amount of Note Principal principal and interest for which a respective Holder or Other Holder, as the Holder case may be, had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a the Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note. In the event Borrower fails to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date, then (i) at the Holder’s election, such Notice of Mandatory Conversion will be null and void or Holder may enforce the Notice of Mandatory Conversion, and (ii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. A Notice of Mandatory Conversion may be cancelled at the option of the Holder, if at any time prior to the actual delivery of the shares issuable upon such Mandatory Conversion an Event of Default, or an event which with the passage of time or giving of notice would become an Event of Default (whether or not such Event of Default has been cured), occurs. A Notice of Mandatory Conversion may not be rescinded without the consent of the Holder. “Aggregate Dollar Volume” shall mean the volume weighted average price of the Common Stock for the Common Stock during the calculation period multiplied by the number of shares traded during the calculation period as reported by Bloomberg, LP for the Principal Market.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, until commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty a consecutive ten (2010) consecutive day trading days (“Lookback Period”) period during which the closing bid price for the Company’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater more than Five Dollars ($5.00) 2.50 each such trading day and during which twenty (20) trading days, the daily average trading volume as reported by Bloomberg L.P. for the Principal Market is greater not less than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower and the Holder will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection comply with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 above.

Mandatory Conversion. Provided an Event of Default or an event which with Subject to the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Dateconditions set forth in this Section 7(b), the Borrower will Company shall have the option right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by written notice delivering to the Holder written notice (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify Notice”) electing to exercise its rights under this Section 7(b) and specifying (A) the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each applicable Mandatory Conversion Date shall be a deemed Conversion Date and (which in the Borrower will be required to deliver the Common Stock issuable pursuant to case of a Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder, and, in the same manner and time period as described in the Subscription Agreement. A Notice case of a Mandatory Conversion may Notice delivered on or after the Dividend Rate Termination Date, shall be given only in connection no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with an amount respect to such Holder, the number of shares of Common Stock into which would such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to exceed be from the 4.99% portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (or if increased, 9.99%1) beneficial ownership limitation set forth the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in Section 2.3 effect at the time of this Notesuch conversion.

Mandatory Conversion. Provided (a) If at any time, or from time to time, from and after the third anniversary of the closing of an Event IPO, the Last Reported Sale Price of Default the Class A Common Stock has equaled or an event which with exceeded $42.47 (subject to adjustment in a manner inversely proportional to adjustments to the passage Conversion Rate) (x) for at least 20 out of time or giving of notice could become an Event of Default has not occurred, then, until any 30 consecutive Trading Days immediately preceding the Maturity Mandatory Conversion Notice Date and (y) on the Mandatory Conversion Notice Date, the Borrower will Corporation shall from time to time have the option by written notice right to require the Holder (“Notice of Mandatory Conversion”) of compelling the Holder Holders to convert all all, or a portion any portion, of the outstanding and unpaid principal of Series A Convertible Preferred Stock, as designated in the Note and accrued interest, thereonMandatory Conversion Notice relating to the applicable Mandatory Conversion on the applicable Mandatory Conversion Date, into fully paid, validly issued and nonassessable shares of Class A Common Stock at fifty percent (50%) the Conversion Rate as of the applicable Mandatory Conversion Price, as adjusted, then in affect Date (a “Mandatory Conversion”); provided that the Corporation shall not be permitted to effect a Mandatory Conversion with respect to more than one-third of the aggregate outstanding shares of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock as of the date of the first Mandatory Conversion Notice Date pursuant to this Section 10(a) in any twelve month period unless the Last Reported Sale Price of the Class A Common Stock has equaled or exceeded $48.53 (subject to adjustment in a manner inversely proportional to adjustments to the Conversion Rate) (x) for at least 20 out of any 30 consecutive Trading Days immediately preceding the Mandatory Conversion Notice Date and (y) on the Mandatory Conversion Notice Date. (b) The Corporation may exercise its right to require conversion under this Section 10 by delivering a written notice thereof to all Holders (a “Mandatory Conversion Notice” and of such delivery is referred to as a “Mandatory Conversion Notice Date”). The Each Mandatory Conversion Notice of shall be irrevocable. Each Mandatory ConversionConversion Notice shall state (x) the Trading Day on which the applicable Mandatory Conversion shall occur, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market Trading Day shall be greater than Five Dollars the twentieth Trading Day following the applicable Mandatory Conversion Notice Date ($5.00) each or, if such trading date falls on a day and during which twenty (20) trading daysthat is not a Business Day, the daily trading volume as reported by Bloomberg L.P. for the Principal Market next day that is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the a Business Day) (a “Mandatory Conversion Date.” The Notice ”), (y) the number of shares of Series A Convertible Preferred Stock which the Corporation has elected to be subject to such Mandatory Conversion shall specify from such Holder and in the aggregate principal amount pursuant to this Section 10, (z) the number of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders shares of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Class A Common Stock issuable pursuant to a Mandatory Conversion Notice in be issued to such Holder on the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.applicable Mandatory

Mandatory Conversion. Provided an Subject to PFG's reasonable determination that each of the following terms, conditions and limitations have been met, Borrower may at any time and from time to time upon three (3) Business Days’ notice (each, a “Mandatory Conversion Notice”) effect a mandatory conversion of a Note (such Borrower initiated conversion, a “Mandatory Conversion”): (i) No Default or Event of Default or an event which with may have occurred and be continuing at the passage time of time or giving any notice of notice could become an Event Mandatory Conversion; (ii) (A) The Conversion Stock issuable under a Mandatory Conversion must be issued without a restrictive legend and be immediately and freely tradable by PFG under Rule 144 of Default the Securities Act, and (B) PFG is not then and for the preceding six months has not occurred, then, until been subject to compliance with Section 16 of the Maturity Exchange Act with respect to the Notes or Conversion Stock; (iii) (A) For any Mandatory Conversion Notices issued and to be effective within the first eighteen months from the Funding Date, the Borrower will have reported closing price of the option by written notice Common Stock on the date of the Mandatory Conversion Notice must be at least twenty-five percent (25%) greater than the Conversion Price; and (B) for any Mandatory Conversion Notices issued and to be effective eighteen months or later from the Holder Funding Date, the reported closing price of the common stock on the date of the Mandatory Conversion Notice must be at least thirty-five percent (35%) greater than the Conversion Price (each of the conversion prices derived under clauses (A) and (B), a “Notice Mandatory Conversion Price”); and (C) provided, in each of clauses (A) and (B), even though the relevant reported closing price(s) would not permit a Mandatory Conversion”, Borrower may still effect a Mandatory Conversion by reducing the conversion price at which such Note is in fact converted to a price that represents no less than a twenty-five percent (25%) discount (if clause (A) is applicable) or thirty-five percent (35%) discount (if clause (B) is applicable) to such reported closing price(s), as necessary to satisfy the conditions set forth in clauses (iii)(A) and (B) and effect a Mandatory Conversion; (iv) The number of compelling the Holder to convert all or shares of Conversion Stock issuable upon a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at Mandatory Conversion may not exceed fifty percent (50%) of the average daily trading volume of Borrower’s Common Stock over the ten (10) trading days prior to any Borrower Mandatory Conversion PriceNotice; (v) Not more than $1,000,000 in value of the Note may be converted at any one time by Mandatory Conversion; (vi) There shall be a minimum of five (5) trading days between Mandatory Conversion Notices; (vii) Accrued and unpaid interest on the Note (or portion thereof) to be converted shall be paid in cash on the effective date of conversion; (viii) the representations and warranties set forth in Section 3.16(h) of the Agreement are true and correct other than the last proviso set forth in Section 3.16 therein; (ix) Each Mandatory Conversion Notice shall include the relevant calculations acceptable to Borrower to show that a Mandatory Conversion meets or will at the effective date of conversion meet the foregoing requirements and shall be certified by an executive officer with direct knowledge of the foregoing; and (x) Borrower is not, as adjustedat the date of such Conversion Notice, then in affect (“Mandatory Conversion”being required to make amortized payments of principal and interest due to PFG’s exercise of its Amortization Right under Section 1(d), below. The Notice term “Market Price” shall mean, for the Initial Note, $5.46, and, for Subsequent Notes, the volume-weighted average closing price per share of Mandatory Conversion, which notice must be given on Borrower’s Common Stock for the first day following twenty ten (2010) consecutive trading days prior to the issue date (“Lookback Period”or deemed issue date, in the case of a Subsequent Note that has been amended or restated) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesof any Subsequent Note. The date term “Conversion Stock” shall mean the Notice shares of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Borrower’s Common Stock issuable pursuant to a upon an Optional or Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteConversion.

Mandatory Conversion. Provided an Event (i) If at any time all of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity DateRequired Conditions (as defined in subparagraph (iii) below) are satisfied, the Borrower will Corporation shall have the option by written notice right, subject to the Holder limitations set forth in Article III.D, to require the conversion (“Notice of a "Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal amount of the Note and this Note, plus all accrued interest, interest thereon, into a number of fully paid and nonassessable shares of Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then Price in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given effect on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice Effective Date of Mandatory Conversion is given is (as defined below). If the “Mandatory Conversion Date.” The Notice of Mandatory Conversion occurs, the Corporation and the Holders shall specify follow the aggregate principal amount of applicable conversion procedures set forth in Article III.B (including the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which requirement that the Holder had delivered deliver this Note to the Corporation); provided, however, that the Holder shall not be required to deliver a Notice of Conversion to the Borrower during Corporation. The Holder may convert all or any portion of the twenty outstanding principal amount of this Note, plus all accrued interest thereon, into a number of fully paid and nonassessable shares of Common Stock by delivering a Notice of Conversion to the Corporation at any time prior to the Effective Date of Mandatory Conversion. (20ii) The Corporation shall effect a Mandatory Conversion by giving at least 30 trading days preceding but not more than 40 trading days prior written notice (the "Mandatory Conversion Date. Each Notice") to the Holder, of the date on which such Mandatory Conversion is to become effective (the "Effective Date of Mandatory Conversion"), which Mandatory Conversion Notice shall be deemed to have been delivered to the Holder on the trading day after the Corporation's fax (with a deemed copy sent by overnight courier) of such notice to the Holder. No Mandatory Conversion Date and Notice shall be effective hereunder unless it is delivered to all Holders of Notes within ten trading days of any satisfaction of all of the Borrower will Required Conditions set forth in subparagraph (iii) below; provided, however, the Corporation shall be required entitled to deliver such notice after such ten day period if all of the Common Stock issuable pursuant Required Conditions continue to be satisfied. The failure of the Company to deliver a Mandatory Conversion Notice in upon satisfaction of the same manner Required Conditions shall not preclude the Company from subsequently delivering such notice if the Required Conditions are again satisfied. Upon the surrender of this Note, the Corporation shall issue and time period as described in deliver to the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount Holder the shares of Common Stock to which would not cause a the Holder to exceed is entitled upon the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteMandatory Conversion.

Mandatory Conversion. Provided If the Company completes an Event initial public offering of Default or an event which with its Common Stock, at any time after 180 days after the passage effective date of time or giving the registration statement covering such offering filed under the Securities Act of notice could become an Event of Default has not occurred1933, then, until as amended (the Maturity Date"1933 Act"), the Borrower will have Company has the option by written notice right to require holders of the Holder (“Notice of Mandatory Conversion”) of compelling the Holder Securities to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, their Securities into Common Stock at fifty percent (50%) of the then current Conversion Price, as adjusted, then in affect . Such right may be exercised by the Company only if (“Mandatory Conversion”). The Notice i) the Common Stock has traded for 20 of Mandatory Conversion, which notice must be given on the first day following twenty (20) 30 consecutive trading days (“Lookback Period”) during which on any national securities exchange or on the NASDAQ System at a closing price for equal to or greater than $6.50 per share, and (ii) if the shares of Common Stock issuable upon conversion of the Securities can be resold by the Holders pursuant to Rule 144 adopted under the 1933 Act, or if Rule 144 is not available, the Company has in place an effective registration statement under the 1933 Act covering the resale by the Holders of the Common Stock as reported by Bloomberg, LP for issuable upon conversion of the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesSecurities. The mandatory conversion will be automatically effective as of the date (the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately ") specified in a written notice sent to all Holders of Notesthe Securities regardless of whether the Securities have been surrendered for conversion. The Borrower shall reduce No interest will accrue on, nor will the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding Securities be transferable after the Mandatory Conversion Date. Each Upon mandatory conversion, payment will be made for accrued interest on the Securities to the Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Date. No fractional shares will be required to deliver issued upon conversion but a cash adjustment will be made for any fractional interest as provided in Section 4.03. No adjustment will be made for dividends or distributions on shares of Common Stock issued upon mandatory conversion of the Securities. In the event of mandatory conversion, certificates for the shares of Common Stock issuable pursuant upon the conversion will not be delivered to a Mandatory Conversion Notice in any Holders of the same manner and time period as described in Securities until the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Securities owned by such Holder have been surrendered to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteTrustee.

Mandatory Conversion. Provided an Event Subject to the limitation set forth in Section 4(d), if (i) all of Default or an event the Equity Conditions are in effect, each day during the Threshold Period, and (ii) the Closing Price for any 20 consecutive Trading Days, which with 20 consecutive Trading Day period shall commence on the passage sooner of time or giving of notice could become an Event of Default has not occurred, then, until (a) the Maturity Effective Date, or (b) six months after the Borrower will have Original Issue Date (“Threshold Period”), equals or exceeds of the option by then in effect Conversion Price (subject to adjustment for reverse and forward stock splits and the like), deliver a written notice to all Holders (a “Mandatory Conversion Notice” and the Holder date such notice is delivered to all Holders and other Holders, the “Mandatory Conversion Notice Date”) to cause such Holders and Other Holders to convert (a “Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion part of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent such Notes (50%) of the as specified in such Mandatory Conversion Price, as adjusted, then in affect (“Mandatory Conversion”Notice). The It is agreed that the “Conversion Date” for purposes of Section 4 in connection with a Mandatory Conversion Notice of Mandatory Conversion, which notice must shall be given deemed to occur on the first day third (3rd) Trading Day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (such third Trading Day, the “Mandatory Conversion Date.” The ”). Borrower may not deliver a Mandatory Conversion Notice, and any Mandatory Conversion Notice delivered by Borrower shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period and through and including the date that the Conversion Shares issuable pursuant to such Mandatory Conversion Notice are actually delivered to the Holder pursuant to the Mandatory Conversion Notice. Any Mandatory Conversion Notice shall be applied ratably to the Holder and all Other Holders based on each such Holder’s initial Note principal, provided that any voluntary conversions by a Holder or other Holder shall be applied against such Xxxxxx’s pro rata allocation, thereby decreasing the aggregate amount mandatorily converted hereunder if less than all Note principal and interest are mandatorily converted. For purposes of clarification, a Mandatory Conversion shall specify the aggregate principal amount be subject to all of the Note which is subject to Mandatory Conversionprovisions of Section 4, including, without limitation, the provisions requiring payment of liquidated damages and limitations on conversions. A Mandatory Conversion Notices must will not be given proportionately to all Holders effective in excess of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Beneficial Ownership Limitation under Section 2.3 of this Note4(d).

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured not less than twenty (20) days prior to the delivery of written notice by Xxxxxxxx as hereinafter described, then, until commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must may only be given on the first day following twenty thirty (2030) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars two hundred percent ($5.00200%) of the Conversion Price each such trading day and during which twenty thirty (2030) trading days, the daily trading average price/volume (i.e. shares traded multiplied by trade price) as reported by Bloomberg L.P. LP for the Principal Market is greater than 100,000 shares$300,000. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription AgreementSection 2.2 above. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 2.4 of this Note. A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback Period and the Mandatory Conversion Date.

Mandatory Conversion. Provided that all of the shares of Common Stock issuable upon conversion of the entire outstanding Principal Amount and accrued interest may be transferred by the Holder without restrictive legends, are free-trading stock and not subject to further restrictions on transfer and further provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the one-time option by with a thirty (30) day prior written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, interest into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first business day following twenty thirty (2030) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be equal to or greater than Five Dollars ($5.00) 0.12, each such trading day and during which twenty (20) trading daysLookback Period, the average daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater not less than 100,000 500,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note and interest which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a the Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note. Failure by the Borrower to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date will be a non-curable Event of Default. The trading volume and closing price set forth above will be equitably adjusted to offset the effect of stock splits, stock dividends and similar events.

Mandatory Conversion. Provided an Event For fifteen consecutive months, the first month beginning on April 3, 2019 and the last month ending on June 30, 2020 (each, a “Mandatory Conversion Month”), provided that, if the average Daily VWAP for the last 5 Trading Days ending on, and including, the last Trading Day of Default the applicable Mandatory Conversion Month is greater than or an event which equal to the Trigger Price, the Company shall convert $1,666,666 of aggregate outstanding amount of the Notes, together with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion payment of the outstanding accrued and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect interest (“Mandatory Conversion”), on a pro rata basis, to the Holders in whose name any Note is registered on the Note Register at the close of business on the date of the Mandatory Conversion Notice, into shares of Common Stock (plus cash in lieu of fractional shares of Common Stock in accordance with Section 14.03) at a conversion rate of 0.15129 (the “Mandatory Conversion Rate”, together with the Applicable Conversion Rate, the “Indenture Conversion Rates”) per $1.00 principal amount of Exchange Notes (including PIK Notes). The Notice Company shall deliver to the Holders of the Exchange Notes, the Trustee and the Conversion Agent (if other than the Trustee) a notice of the conversion of the Exchange Notes no later than the open of business on the third Business Day of the month immediately after the end of the immediately preceding Mandatory ConversionConversion Month (a “Mandatory Conversion Notice”), which notice must be given shall specify that the Mandatory Conversion shall occur on a pro rata basis on the first day sixth Business Day following twenty the date of such notice (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” ”); provided that, all Mandatory Conversions shall be suspended during the period beginning on the date a Change of Control Offer is made and continuing to, and including, the applicable Change of Control Settlement Date, and shall resume after the Change of Control Settlement Date. The Notice of Mandatory Conversion Notice shall specify state that the aggregate principal amount Mandatory Conversion is occurring, the Mandatory Conversion Rate, and the Mandatory Conversion Price in effect on the Mandatory Conversion Date, and any election by the Company to pay the interest in cash, shares of the common stock or as a PIK Payment. In case of a Physical Note which is subject to Mandatory Conversion, the Holder shall surrender its Note on the Conversion Date for payment, and the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Physical Note so surrendered a new Physical Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Physical Note. The Company shall have no obligation to pay shares of Common Stock or accrued and unpaid interest until the Holder has surrendered its Notes for payment. On the Mandatory Conversion Notices must be given proportionately Date, the Company shall deliver an Officers’ Certificate to the Trustee and the Conversion Agent (if other than the Trustee), stating that all Holders of Notes. The Borrower shall reduce the amount conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of Note principal subject to a Notice of the Mandatory Conversion by the amount of Note Principal Notice and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20y) trading days preceding ending on, and including, the Mandatory Conversion Date. Each The Equity Conditions are as follows: (i) either (1) all shares of Common Stock issuable upon conversion of the Exchange Notes and held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Exchange Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such shelf registration statement to remain effective and available for use from the Mandatory Conversion Date shall be a deemed until thirty days following the Mandatory Conversion Date and the Borrower will be required to deliver Date; (ii) the Common Stock issuable pursuant to a be delivered on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to the settlement date of the Mandatory Conversion, for any Exchange Notes validly surrendered for conversion prior to the Mandatory Conversion Notice Date in accordance with the same manner terms of this Indenture, the Company shall have delivered and time period as described in paid the Subscription Agreement. A Notice number of Mandatory Conversion may be given only in connection with an amount shares of Common Stock and the amount of cash due upon conversion of the Exchange Notes to the Holders of such Exchange Notes in accordance with Section 14.02; (iv) shares of Common Stock to be issued upon conversion may be issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which would not cause a Holder the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be continuing. For the avoidance of doubt, subject to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation satisfaction of the conditions set forth in this Section 2.3 14.02, $1,666,666 aggregate principal amount of Exchange Notes (including PIK Notes) shall convert each month for fifteen consecutive months on a pro rata basis. Simultaneously with the execution of this NoteIndenture, the Company has issued $43,000,000 in aggregate principal amount of 5.0% Voluntary Convertible Senior Notes due 2024 (CUSIP 29266S AC0) (the “Voluntary Notes”) pursuant to the Indenture between the Company and the Trustee, dated April 3, 2019 (the “Voluntary Indenture”). Upon the completion of (i) the last Mandatory Conversion on or about July 13, 2020, or (ii) on July 13, 2020, if the Company does not elect to make the last Mandatory Conversion on or before July 20, 2020 (such date, as applicable, the “Exchange Trigger Date”), the Company shall permit any Notes that remain outstanding to be exchanged into Voluntary Notes (the “New Voluntary Notes”). The Company shall use commercially reasonable efforts to assure that the exchange will be accomplished in a manner, such that the New Voluntary Notes will be DTC eligible and otherwise fungible (including with respect to transferability and the payment of interest) with the then outstanding Voluntary Notes so as to bear the same CUSIP number (CUSIP 29266S AC0) as the Voluntary Notes issued on the date hereof. Without limiting the foregoing, the Company will use commercially reasonable efforts to timely comply with all applicable laws, including without limitation, applicable securities laws, in order to ensure that any such exchange may take place on or after the Exchange Trigger Date. Notwithstanding anything to the contrary in this Indenture, the total principal amount of the Exchange Notes (including PIK Notes) subject to Mandatory Conversion shall not exceed $25,000,000.

Mandatory Conversion. Provided Unless an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default Default, has occurred and has not occurredbeen timely cured, then, until then commencing after the Maturity DateActual Effective Date (as defined in Section 11.1(iv) of the Subscription Agreement), the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert part or all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory ConversionConversion may only be given, which notice must be given if at all, within five (5) business days after the Borrower has received the net proceeds from an underwritten public offering of the Borrower's equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the first day following twenty final closing of such public offering (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares"Mandatory Conversion Conditions"). The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal Notes who received Notes similar in terms and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period tenure as described in the Subscription Agreementthis Note. A Notice of Mandatory Conversion may not be given only unless the Registration Statement (as defined in connection with the Subscription Agreement) is effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) for each of the twenty trading days preceding the Mandatory Conversion Date and through the date the conversion shares are delivered to the Holder. The amount of Note principal included in a Mandatory Redemption Notice shall be reduced to an amount of Common Stock which that would not cause a the Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth described in Section 2.3 of this Note.2.4

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, until commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty a consecutive ten (2010) consecutive day trading days (“Lookback Period”) period during which the closing bid price for the Company’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater more than Five Dollars ($5.00) 2.50 each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesday. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.2 above.

Mandatory Conversion. Provided an Event of Default (a) At any time after February 28, 2003, and so long as at such time the Common Stock is listed or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Dateadmitted to trading on a national securities exchange, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling Corporation may require the Holder to convert all or a portion of the outstanding and unpaid principal amount of the indebtedness evidenced by this Note and accrued interest, thereon, into shares of Common Stock if, at such time, the Current Market Price of the Common Stock has equalled or exceeded one hundred fifty percent (50150%) of the Conversion PricePrice (as it may from time to time be adjusted) for forty-five (45) consecutive Trading Days following the thirty-fifth monthly anniversary of the Closing Date. To exercise such right, as adjusted, then in affect (“the Corporation must deliver a Mandatory Conversion”). The Conversion Notice of the exercise of such right to the Holder within thirty (30) days of the last day of such forty-five (45) day period, such Mandatory Conversion, which notice Conversion Notice must be given on at least ten (10) Business Days, but not more than fifteen (15) Business Days prior to the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “proposed Mandatory Conversion Date.” The Notice of , and such Mandatory Conversion shall Notice must specify the aggregate proposed Mandatory Conversion Date and the portion of the principal amount of the indebtedness evidenced by this Note which is subject to Mandatory Conversion. be converted into Common Stock. (b) All conversions effected pursuant to the preceding paragraph will be made effective as of the close of business on the Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce Date at the amount of Note principal subject to a Notice of Conversion Ratio in effect on the Mandatory Conversion by Date; provided, however, that, in order to be able to convert, the amount Current Market Price must have equalled or exceeded one hundred fifty percent (150%) of Note Principal and interest the Conversion Price (as it may from time to time be adjusted) for which the Holder had delivered a Notice of Conversion forty-five (45) consecutive Trading Days prior to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each If the Current Market Price on the Mandatory Conversion Date does not equal or exceed one hundred fifty percent (150%) of the Conversion Price (as it may from time to time be adjusted) for forty-five (45) consecutive Trading Days prior to the Mandatory Conversion Date, the Corporation's election to require conversion will be deemed void and no conversion will be effected pursuant to such notice. Such event will not be deemed, however, to alter or restrict the Corporation's right to again require conversion at such time as the Current Market Price equals or exceeds one hundred fifty percent (150%) of the then current Conversion Price for forty-five (45) consecutive Trading Days prior to such time. Upon conversion required by the Corporation pursuant to this paragraph and the immediately preceding paragraph, all accrued but unpaid interest with respect to the principal amount of the indebtedness evidenced by this Note being converted shall be a payable in accordance with the provisions of the following paragraph. (c) Conversions of the indebtedness evidenced by this Note effected by the exercise of the Corporation's right to require conversion will be deemed effective as of the close of business on the Mandatory Conversion Date without any action by the Holder and the Borrower will Holder will, as of such time, be required a stockholder of the Corporation with respect to deliver the number of shares of Common Stock into which the principal balance evidenced by this Note (or such portion of the principal balance evidenced by this Note as the Corporation shall have specified) shall have been converted. The Holder agrees promptly to surrender this Note for cancellation following mandatory conversion. Certificates representing the shares of Common Stock issuable by the Corporation as a result of the mandatory conversion of all or a portion of the principal balance of the indebtedness evidenced by this Note and all dividends and other distributions payable with respect to such shares and all accrued but unpaid interest payable pursuant to the immediately preceding paragraph will be retained by the Corporation pending surrender of this Note for cancellation. As promptly as practicable, and in any event within five (5) Business Days after the surrender of this Note, the Corporation shall deliver or cause to be delivered, either by personal delivery or by certified or registered mail or by a Mandatory recognized overnight courier service, in any such case, properly insured, to the Holder in accordance with the written instructions of the Holder (i) certificates representing the number of Conversion Notice Shares to which the Holder shall be entitled, and (ii) if less than the entire principal amount of indebtedness evidenced by this Note is being converted, a new promissory note, in the same manner and time period as described in form of this Note, for the Subscription Agreement. A Notice balance of Mandatory Conversion may be given only in the indebtedness that is not being so converted. (d) In connection with an amount the conversion of the indebtedness evidenced by this Note, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Current Market Price per share of Common Stock on the Trading Day on which would not cause a such indebtedness evidenced by this Note is deemed to have been converted. If more than one note shall be surrendered for conversion by the Holder at the same time, the number of full shares of Common Stock issuable on conversion thereof shall be computed on the basis of the total amount of indebtedness to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Notebe converted.

Mandatory Conversion. Provided an Event of Default or an event which with If at any time from and after the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Issuance Date, (i) the Borrower will Weighted Average Price of the Common Stock exceeds 175% of the Conversion Price on the Issuance Date (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the Subscription Date) for any ten (10) consecutive Trading Days following the Issuance Date (the "Mandatory Conversion Measuring Period") and (ii) the Equity Conditions shall have been satisfied (or waived in writing by the Holder) from and including the Mandatory Conversion Notice Date (as defined below) through and including the Mandatory Conversion Date (as defined below) , the Company shall have the option by written notice right to the Holder (“Notice of Mandatory Conversion”) of compelling require the Holder to convert up to all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion PriceAmount then remaining under this Note into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the Conversion Rate as adjusted, then in affect of the Mandatory Conversion Date (“as defined below) (a "Mandatory Conversion”"). The Company may exercise its right to require conversion under this Section 3(e) by delivering within not more than five (5) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the "Mandatory Conversion Notice" and the date all of the holders received such notice by facsimile is referred to as the "Mandatory Conversion Notice of Date"). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (x) the Trading Day selected for the Mandatory Conversion, which notice must Trading Day shall be given at least three (3) Trading Days but not more than sixty (60) Trading Days following the Mandatory Conversion Notice Date (the "Mandatory Conversion Date"), (y) the aggregate Conversion Amount of this Note and all of the Notes subject to mandatory conversion from the Holder and all of the holders of the Notes pursuant to this Section 3(e) (and analogous provisions under the Other Notes), and (z) the number of shares of Common Stock to be issued to such Holder on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided an Event (i) Each share of Default the Series A Preferred Stock, unless previously converted pursuant to Section 8(c) or an event which with Section 8(d) of this Subdivision, shall automatically convert on the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder Mandatory Conversion Date (a “Notice of Mandatory Conversion”) into a number of compelling Common Shares equal to the Holder Conversion Rate. If the Corporation declares a dividend for the Dividend Period ending on February 1, 2016, the Corporation will pay such dividend to convert the Holders on the applicable Record Date, as described under Section 4(a) of this Subdivision. If on or prior to January 15, 2016 the Corporation has not declared all or a any portion of the outstanding accumulated and unpaid principal dividends on the Series A Preferred Stock, the Conversion Rate will be increased so that Holders receive an additional number of Common Shares equal to (x) the amount of accumulated and unpaid dividends that have not been declared (the “Additional Conversion Amount”), divided by (y) the greater of (A) the Floor Price and (B) 97% of the Note and accrued interest, thereon, into Average VWAP per Common Stock at fifty percent Share over the five consecutive Trading Day period ending on the second Trading Day immediately preceding the applicable Dividend Payment Date (50%) of the Conversion “Five-Day Average Price, as adjusted, then in affect (“Mandatory Conversion”). To the extent that the Additional Conversion Amount exceeds the product of the number of additional Common Shares added to the Conversion Rate and 97% of the Five-Day Average Price, the Corporation shall, if it is legally able to do so, declare and pay such excess amount in cash pro rata to the Holders. (ii) The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for person or persons entitled to receive the Common Shares issuable upon Mandatory Conversion of the Series A Preferred Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00treated as the record holder(s) each of such trading day and during which twenty (20) trading days, the daily trading volume shares as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders close of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding business on the Mandatory Conversion Date. Each Except as provided in Section 9 of this Subdivision, prior to the close of business on the Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver Date, the Common Shares issuable upon conversion of the Series A Preferred Stock issuable pursuant shall not be deemed to a Mandatory Conversion Notice in be outstanding for any purpose and Holders shall have no rights with respect to such Common Shares, including voting rights, rights to respond to tender offers and rights to receive any dividends or other distributions on such Common Shares, by virtue of holding the same manner and time period as described in Series A Preferred Stock, other than the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation rights set forth in Section 2.3 5 of this Note.Division A.

Mandatory Conversion. Provided an Event Subject to PFG’s determination that each of the following terms, conditions and limitations have been met, Borrower may upon thirty (30) Business Days’ notice (a “Mandatory Conversion Notice”) effect a mandatory conversion of all then-outstanding principal Obligations owing under the Note (such Borrower-initiated conversion, a “Mandatory Conversion”): (1) No Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until or may have occurred at the Maturity Date, the Borrower will have the option by written time of any notice to the Holder (“Notice of Mandatory Conversion; (A) The Conversion Stock issuable under a Mandatory Conversion must be issued without a restrictive legend and be immediately and freely tradable by PFG and its purchasers or transferees, as determined by PFG (i) under Rule 144 of the Securities Act, or (ii) pursuant to a then-effective registration statement covering the Conversion Stock and Warrant Stock, and in either case, without restriction, qualification or limitation pursuant to applicable state law, and (B) PFG must not then be or have been for the preceding six months subject to compliance with Section 16 of the Exchange Act with respect to the Note, Warrant or Conversion Stock; (3) The ten (10)-day volume-weighted average price per share for Borrower’s common stock ending on the date the Mandatory Conversion Notice is given (the “Mandatory Conversion Price”) must be at least Twenty Dollars ($20.00); (4) The average daily trading volume of compelling Borrower’s Common Stock over the Holder five (5) trading days prior to convert all or a portion any Borrower Mandatory Conversion Notice (inclusive of the outstanding and unpaid principal effective date of Mandatory Conversion) must exceed 250,000 shares; (5) Notwithstanding anything to the contrary set forth herein, Borrower may not effect any Mandatory Conversion, if either the aggregate number of shares of Common Stock issuable upon conversion of the Note and the Warrant would cause PFG to become the beneficial holder of more than 10% of Borrower’s outstanding shares of Common Stock. (6) Any accrued interest, thereon, into Common Stock at fifty percent (50%) of and unpaid interest on the Conversion Price, as adjusted, then Note to be converted being paid in affect (“Mandatory Conversion”). The Notice cash on the effective date of Mandatory Conversion, which notice must be given on ; (7) the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day representation and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation warranty set forth in Section 2.3 3.16(h) of this Notethe Agreement is true and correct without regard to the last proviso set forth therein; and (8) The Mandatory Conversion Notice shall include the relevant calculations acceptable to PFG to show that a Mandatory Conversion meets or will at the effective date of conversion meet the foregoing requirements and shall be certified by a Responsible Officer with direct knowledge of the foregoing.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will The Company shall have the option by written notice right to require the Holder (“Notice of Mandatory Conversion”) of compelling the Holder Investor to convert all all, or a portion of the outstanding and unpaid principal of the Note and accrued interestany portion, thereon, into Common Stock at fifty percent (50%) of the Conversion PriceAmount then remaining under its Existing Series A Note, provided there has been no Equity Conditions Failure (as adjusteddefined below), then into fully paid, validly issued and nonassessable shares of Common Stock in affect accordance with this Section 2 at the Mandatory Conversion Rate (“as defined below) as of the Mandatory Conversion Date (as defined below) with respect to the Conversion Amount (a "Mandatory Conversion”"). The Company may exercise its right to require conversion under this Section 2 by delivering a written notice thereof by facsimile and overnight courier the Investor (the "Mandatory Conversion Notice" and the date the Investor receives such notice by facsimile is referred to as the "Mandatory Conversion Notice of Date"). The Mandatory ConversionConversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with this Section 2, which notice must Trading Day shall be given at least five (5) Trading Days following the Mandatory Conversion Notice Date (the "Mandatory Conversion Date"), (ii) the aggregate Conversion Amount of the Existing Series A Note subject to mandatory conversion from the Investor, (iii) the number of shares of Common Stock to be issued to the Investor on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Date (the “Mandatory Conversion Date.” The Notice Shares”) and (iv) that there has been no Equity Conditions Failure. Contemporaneously with the issuance of the Mandatory Conversion Shares to the Investor on the applicable Mandatory Conversion Date, the Company shall specify deliver to the aggregate principal amount Investor a certificate (the "Mandatory Conversion Certification") signed by the Chief Financial Officer of the Note which is subject to Mandatory Conversion. Company certifying that since the Mandatory Conversion Notices must Notice Date, there has been no Equity Conditions Failure; provided, that to the extent the Company is unable to deliver the foregoing Mandatory Conversion Certification (a "Mandatory Conversion Conditions Failure"), such Mandatory Conversion Certification shall instead state that the conditions have not been met and that such Mandatory Conversion Notice is revoked and null and void; provided, further, that a failure by the Company to deliver a Mandatory Conversion Certification to the Investor shall be given proportionately deemed to all Holders of Notesbe a Mandatory Conversion Conditions Failure (unless waived by the Investor). The Borrower All Conversion Amounts converted by the Investor after the Mandatory Conversion Notice Date shall reduce the amount Conversion Amount of the Investor’s Existing Series A Note principal subject required to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding be converted on the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice The mechanics of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation conversion set forth in Section 2.3 3(c) of this Notethe Investor’s Existing Series A Note shall apply to any Mandatory Conversion as if the Company and the Transfer Agent had received from the Investor on the Mandatory Conversion Date a Conversion Notice with respect to the Conversion Amount being converted pursuant to the Mandatory Conversion.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, until commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive twenty (20) consecutive day trading days (“Lookback Period”) period during which the closing bid price for the Company’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater more than Five Dollars ($5.00) 200% of the Conversion Price in effect at such time each such trading day and provided during which twenty (20) trading daysthe Lookback Period, the daily average trading volume as reported by Bloomberg L.P. for the Principal Market is greater not less than 100,000 shares$100,000. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower and the Holder will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection comply with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 above.

Mandatory Conversion. Provided an Subject to PFG's reasonable determination that each of the following terms, conditions and limitations have been met, Borrower may at any time and from time to time upon three (3) Business Days’ notice (each, a “Mandatory Conversion Notice”) effect a mandatory conversion of a Note (such Borrower initiated conversion, a “Mandatory Conversion”): (i) No Default or Event of Default or an event which with may have occurred and be continuing at the passage time of time or giving of any notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”; (A) of compelling the Holder to convert all or The Conversion Stock issuable under a portion Mandatory Conversion must be issued without a restrictive legend and be immediately and freely tradable by PFG under Rule 144 of the outstanding Securities Act, and unpaid principal (B) PFG is not then and for the preceding six months has not been subject to compliance with Section 16 of the Exchange Act with respect to the Notes or Conversion Stock; (A) For any Mandatory Conversion Notices issued and to be effective within the first eighteen months from the date of the Initial Note, the Market Price of the Common Stock on the date of the Mandatory Conversion Notice must be at least twenty-five percent (25%) greater than the stated Conversion Price of the Note being converted: and accrued interest(B) for any Mandatory Conversion Notices issued and to be effective eighteen months or later from the date of the Initial Note, thereonthe Market Price of the common stock on the date of the Mandatory Conversion Notice must be at least thirty-five percent (35%) greater than the stated Conversion Price of the Note being converted (each of the Conversion Prices in clauses (A) and (B), into Common a “Mandatory Conversion Price”); and (C) provided, in each of clauses (A) and (B), even though the relevant Market Price(s) would not permit a Mandatory Conversion, Borrower may still effect a Mandatory Conversion by reducing the Conversion Price at which such Notes are in fact converted to a price that represents no less than a twenty-five percent (25%) discount (if clause (A) is applicable) or thirty-five percent (35%) discount (if clause (B) is applicable) to the Market Price, as necessary to satisfy the conditions set forth in clauses (iii)(A) and (B) and effect a Mandatory Conversion; (iv) The number of shares of Conversion Stock at issuable upon a Mandatory Conversion may not exceed fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the average daily trading volume as reported by Bloomberg L.P. for of Borrower’s Common Stock over the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty ten (2010) trading days preceding the prior to any Borrower Mandatory Conversion Date. Each Notice; (v) Not more than $1,000,000 in value of Notes may be converted at any one time by Mandatory Conversion Date Conversion; (vi) There shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a minimum of five (5) trading days between Mandatory Conversion Notice Notices; (vii) Accrued and unpaid interest on a Note to be converted shall be paid in cash on the same manner effective date of conversion; (viii) the representations and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation warranties set forth in Section 2.3 3.16(h) of this Notethe Agreement are true and correct other than the last proviso set forth in Section 3.16 therein; (ix) Each Mandatory Conversion Notice shall include the relevant calculations acceptable to Borrower to show that a Mandatory Conversion meets or will at the effective date of conversion meet the foregoing requirements and shall be certified by an executive officer with direct knowledge of the foregoing; and (x) PFG may not have theretofore exercised its right to amortize the Loans under Section 1(d), below.

Mandatory Conversion. Provided an Event On the Mandatory Conversion Date (as defined below), this Note shall automatically and without any action on the part of Default or an event which with the passage Holder, convert into such number of time or giving fully paid and non-assessable shares of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option Common Stock as is determined by written notice to the Holder dividing (“Notice of Mandatory Conversion”x) of compelling the Holder to convert all or a that portion of the outstanding and principal balance plus any accrued but unpaid principal interest under this Note as of the Note and accrued interestMandatory Conversion Date by (y) the Conversion Price then in effect on the Mandatory Conversion Date, thereonprovided, into Common Stock at fifty percent however, that the Conversion Price shall be subject to adjustment as described in Section 3.6 below. As used herein, "Mandatory Conversion Date" shall be the first date that the Closing Bid Price (50%as defined below) of the Conversion PriceCommon Stock exceeds $1.25 (as adjusted for stock splits, as adjustedstock dividends, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following combinations and similar transactions) for twenty (20) consecutive trading days days. The Mandatory Conversion Date and the Voluntary Conversion Date collectively are referred to in this Note as the "Conversion Date". Notwithstanding the foregoing to the contrary, the Note shall automatically convert pursuant to this Section 3.1(b) only if (“Lookback Period”1) during which the closing price Registration Statement is effective and has been effective, without lapse or suspension of any kind, for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) consecutive trading daysday period, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (202) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver in the Common Stock issuable pursuant to a Mandatory Conversion Notice in shall not have been suspended by the same manner Securities and time period as described in Exchange Commission or the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), and (3) the Maker is in material compliance with the terms and conditions of this Note and the other Transaction Documents. The term "Closing Bid Price" shall mean, on any particular date (i) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which would not cause a Holder to exceed the 4.99% (Common Stock is then listed, or if increasedthere is no such price on such date, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Notethen the last closing bid price on such exchange or quotation system on the date nearest preceding such date.

Mandatory Conversion. Provided an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default has Default) did not occurredoccur, then, until then from the twentieth fifth through the twentieth Business Day before the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and any or all interest accrued interest, thereon, thereon into Common Stock Ordinary Shares at fifty percent (50%) a per share Conversion Price equal to the lesser of the Conversion PricePrice set forth in Section 2.1(a) hereof (as same may be adjusted), or the VWAP as adjustedreported by Bloomberg, then in affect L.P. for the twenty trading days preceding the Maturity Date (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice Conversion must be given on given, if at all, between the first day following twenty (20) consecutive trading days (“Lookback Period”) during which twentieth fifth through the closing price for twentieth Business Day preceding the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesMaturity Date. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the this Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in terms and tenure as this Note. The Borrower shall reduce the amount of Note principal subject to a A Notice of Mandatory Conversion by may not be given or affected unless the amount Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of Note Principal the Registrable Securities (as defined in the Subscription Agreement) and interest the Ordinary Shares to be delivered upon Mandatory Conversion, for which each of the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days thirty Business Days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Holder. Each Mandatory Conversion The Maturity Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock Ordinary Shares issuable pursuant to a Mandatory Conversion Notice in the same manner and time period periods as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 above.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, until commencing after the Maturity Actual Effective Date, the Borrower Company will have the option by written notice to the Holder Subscriber (“Notice of Mandatory Conversion”) of compelling the Holder Subscriber to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following twenty a consecutive ten (2010) consecutive day trading days period (“Lookback Period”) during which the closing bid price for the Company’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater is more than Five Dollars ($5.00) 2.50 each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesday. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who receive Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement described in Section 11.1 (iv) has been effective for the unrestricted public resale of Shares and Warrant Shares each day during the Lookback Period. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.2 above.

Mandatory Conversion. Provided an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default Default) has not occurred, then, until then commencing after the Maturity date the Registration Statement described in Section 11.1(iv) of the Subscription Agreement has been declared effective ("Actual Effective Date"), the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Fixed Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice must Conversion may only be given on the first within three (3) business days following a consecutive ten (10) day following twenty trading period (20) consecutive trading days (“"Lookback Period”") during which the closing bid price for the Borrower's Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading daysOTC Bulletin Board, the daily trading volume as reported by Bloomberg L.P. for the Principal American Stock Exchange or Nasdaq SmallCap Market is greater more than 100,000 shares$1.00 each day during the Lookback Period. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in terms and tenure as this Note. The maximum aggregate amount for all Notices of Mandatory Conversion that may be given for each Mandatory Conversion Date may not exceed 25% of the daily trading volume for the seven (7) trading days preceding the Mandatory Conversion Date multiplied by the VWAP as reported by Bloomberg L.P. for the OTC Bulletin Board, American Stock Exchange or Nasdaq SmallCap Market for such seven day trading period. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Lookback Period. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. The amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 3.2 of this Note. A further Mandatory Conversion Notice may not be given until thirty (30) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 above.

Mandatory Conversion. Provided an Event of Default or an event which with At any time after the passage of time or giving of notice could become an Event of Default has not occurred, then, until effective date (the Maturity “Effective Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Company’s Plan of Reorganization with respect to the Company’s Chapter 11 Case (the “Mandatory Conversion Eligibility Date”), if (i) the Weighted Average Price of the Common Stock listed on the Principal Market equals or exceeds 150% of the Conversion Price as of the Issuance Date (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the Issuance Date) for a period of ten (10) consecutive Trading Days commencing after the Mandatory Conversion Eligibility Date (the “Mandatory Conversion Measuring Period”), and (ii) no Equity Conditions Failure has occurred, the Company shall have the right to require the Holder to convert all or a any portion of the outstanding Conversion Amount then remaining under this Note, in each case as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and unpaid principal nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the Conversion Rate as of the Note and accrued interest, thereon, into Common Stock at fifty percent Mandatory Conversion Date (50%as defined below) of the Conversion Price, as adjusted, then in affect (a “Mandatory Conversion”). The Company may exercise its right to require conversion under this Section 10(a) by delivering within not more than two (2) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the “Mandatory Conversion Notice” and the date all of the holders of the Notes received such notice by facsimile is referred to as the “Mandatory Conversion Notice of Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (y) state (I) the Trading Day selected for the Mandatory Conversion, which notice must Trading Day shall be given on the first day following no sooner than twenty (20) consecutive trading days Trading Days nor later than sixty (“Lookback Period”60) during which Trading Days following the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify ”), (II) the aggregate principal amount Conversion Amount of the Note which is Notes subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which from the Holder had delivered a Notice and all of Conversion the holders of the Notes pursuant to this Section 10(a) (and analogous provisions under the Other Notes), (III) the number of shares of Common Stock to be issued to the Borrower during the twenty (20) trading days preceding Holder on the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and (z) certify that there has been no Equity Conditions Failure; provided, however, that the Borrower will be required to deliver the Common Stock issuable pursuant to Company may not effect a Mandatory Conversion Notice under this Section in excess of the same manner and time period as described in Holder Pro Rata Amount of the Subscription Agreement. A Notice of applicable Mandatory Conversion Volume Limitation. Notwithstanding the foregoing, the Company may be given only in connection with an amount not effect a Mandatory Conversion until a minimum of Common Stock which would not cause a Holder to exceed the 4.99% thirty (or if increased, 9.99%30) beneficial ownership limitation set forth in Section 2.3 of this Noteconsecutive days have elapsed after any prior Mandatory Conversion Date.

Mandatory Conversion. Provided an Event of Default or an event which with (i) If at any time after the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Issuance Date, the Borrower will closing per share price of the Common Stock exceeds $8.00 (as such price may be proportionally adjusted for stock splits, reverse splits, stock dividends and recapitalizations) for 30 consecutive Trading Days (the "PRICING EVENT"), and further provided that there has been Effective Registration for at least such 30 Trading Day period and including the Mandatory Conversion Date (as defined below) the Company shall have the option option, exercisable by written delivering an irrevocable notice to the Holder (“Notice the "MANDATORY CONVERSION NOTICE") to provide that the Note shall be converted at the Conversion Price on a date (the "MANDATORY CONVERSION DATE") at least 30 but no more than 60 days from the date of the Mandatory Conversion”) Conversion Notice. The foregoing shall not affect the right of compelling the Holder to convert this Note pursuant to Section 3(a) above at all or a portion times up to and including the Mandatory Conversion Date. (ii) Notwithstanding the preceding subsection (m)(i), the Holder of the outstanding Note shall not be obligated to convert this Note on a Mandatory Conversion Date unless and unpaid principal until each of the following conditions has been satisfied at all times from the date of the Mandatory Conversion Notice up to and including the Mandatory Conversion Date: A. There is Effective Registration; B. No Event of Default has occurred and is continuing; and C. The Holder has received unlegended certificates representing Common Shares (as defined in the Purchase Agreement) with respect to all conversions for which Conversion Notices have been given. (iii) In the event that the number of shares of Common Stock that would be issued to the Holder would result in the Holder exceeding the limitation set fort in Section 3(l) above, then the Company shall issue to the Holder upon conversion of the Holder's Note, only the number of shares as would not cause the Holder to exceed such amount and with respect to the balance of the Note, an amount in cash equal to the greater of (i) the Principal Amount of such balance of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%ii) the Market Price of the Conversion Price, Underlying Shares of such balance of the Note as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which date of the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion (iv) Such forced conversion shall specify be subject to and governed by all the aggregate principal amount provisions relating to voluntary conversion of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Notecontained herein.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the one-time option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereonwhich shall be increased to 105% of the outstanding Principal Amount actually converted pursuant to this Section 3.1, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first business day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be equal to or greater than Five Dollars ($5.00) 500% of the Conversion Price, each such trading day and during which twenty (20) trading daysLookback Period, the aggregate daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater not less than 100,000 shares$1,500,000 (“Trigger Conditions”). The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a the Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note. Failure by the Borrower to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date will be a non-curable Event of Default.

Mandatory Conversion. Provided (a) So long as an Event effective Shelf Registration Statement (as defined in the Registration Rights Agreement) is in effect, at any time during the Mandatory Conversion Period, the Company may elect to convert (a “Mandatory Conversion”) all or any portion of Default or an event which the outstanding shares of Preferred Stock into shares of Class A Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 8(a), the “Mandatory Conversion Date”). In the case of a Mandatory Conversion, each share of Preferred Stock then outstanding shall be converted into that number of fully-paid and nonassessable shares of Class A Common Stock as is determined in accordance with the passage then-effective Conversion Rate, plus cash in lieu of time or giving fractional shares, out of notice could become an Event funds legally available therefor, plus cash in the amount of Default has any accrued and unpaid dividend pursuant to Section 5 with respect to such share of Preferred Stock as of the Mandatory Conversion Date; provided that, if all shares of Preferred Stock elected by the Company to be converted cannot occurred, then, until the Maturity Datebe converted into Class A Common Stock at such time, the Borrower will have Company shall (i) deliver the option by written notice maximum number of shares of Class A Common Stock that may be issued upon conversion of the Preferred Stock at such time, together with an amount of cash equal to the VWAP per share of Class A Common Stock on the Trading Day immediately preceding the Mandatory Conversion Date in lieu of any such shares of Class A Common Stock otherwise deliverable upon a Mandatory Conversion or (ii) elect to reduce the number of Preferred Shares to be converted. (b) If the Company elects to effect a Mandatory Conversion, the Company shall, within ten (10) Business Days following the completion of the applicable Mandatory Conversion Period, provide notice of the Mandatory Conversion to each Holder (such notice, a “Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must Conversion Date selected by the Company shall be given no less than 10 Business Days and no more than 20 Business Days after the date on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date Company provides the Notice of Mandatory Conversion is given is to the “Mandatory Conversion Date.” Holders. The Notice of Mandatory Conversion shall specify state, as appropriate: (i) the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion Date selected by the amount of Note Principal and interest for which Company; (ii) the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding Rate as in effect on the Mandatory Conversion Date. Each , the number of shares Preferred Stock to be converted from such Holder, the number of shares of Class A Common Stock to be issued to such Holder upon conversion of each such share of Preferred Stock and, if applicable, the amount of dividends payable pursuant to Section 5 as of the Mandatory Conversion Date Date; and (c) in the event that the Mandatory Conversion is exercised with respect to shares of Preferred Stock representing less than all the shares of Preferred Stock outstanding at such time, the shares to be converted shall be converted by the Company on a deemed Conversion Date pro rata basis based on the then-outstanding shares of Preferred Stock. If fewer than all the book-entry shares of Preferred Stock are converted, the book-entry notation representing the shares of Preferred Stock that remain outstanding shall be updated without charge to the Holder thereof, to the extent applicable. (d) All shares of Preferred Stock that are converted pursuant to this Section 8 shall thereupon be cancelled and retired and cease to exist, shall cease to confer upon the Borrower will Holder thereof any rights, and shall not thereafter be reissued or sold and shall return to the status of authorized but unissued shares of Preferred Stock undesignated as to series. (e) All shares of Class A Common Stock delivered upon any conversion of Preferred Stock in accordance with this Section 8 will, upon such conversion, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights, free from all taxes, liens, security interests, charges and encumbrances (other than liens, security interests, charges or encumbrances created by or imposed upon the Holder or taxes in respect of any transfer occurring contemporaneously therewith). (f) The issuance of shares of Class A Common Stock upon conversion of shares of Preferred Stock in accordance with this Section 8 shall be made without payment of additional consideration by, or other charge, cost or tax to, the Holder in respect thereof; provided, however, that the Company shall not be required to deliver pay any tax or other governmental charge that may be payable with respect to the issuance or delivery of any shares of Class A Common Stock in the name of any Person other than the Holder of the converted shares, and no such delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax or charge, or has established to the satisfaction of the Company that such tax or charge has been paid or that no such tax or charge is due. (g) The Company shall at all times reserve and keep available, free from any preemptive rights, out of its authorized but unissued shares of Class A Common Stock, for the sole purpose of effecting such conversion, the full number of shares of Class A Common Stock issuable upon the conversion of all the outstanding shares of the Preferred Stock at the Conversion Rate. (h) The conversion of any shares of Preferred Stock into shares of Class A Common Stock pursuant to a Mandatory Conversion Notice in this Section 8 shall be subject to compliance with the same manner and time period as described in procedural requirements of the Subscription Agreement. A Notice transfer agent of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteCompany.

Mandatory Conversion. Provided an Event of Default or an event which with If at any time from and after the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Issuance Date, (i) the Borrower will VWAP of the Common Stock for ten (10) consecutive Trading Days following the Issuance Date (the "Mandatory Conversion Measuring Period") equals or exceeds $[●][4] (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the Common Stock after the Subscription Date) (the "Mandatory Conversion Pricing Test") and (ii) no Equity Conditions Failure has occurred during the period from the applicable Mandatory Conversion Notice Date through the applicable Mandatory Conversion Date (each as defined below), the Company shall have the option by written notice right to the Holder (“Notice of Mandatory Conversion”) of compelling require the Holder to convert all or a any portion of the outstanding Conversion Amount then remaining under this Note (the "Mandatory Conversion Amount"), as designated in the Mandatory Conversion Notice on the Mandatory Conversion Date (each as defined below) into fully paid, validly issued and unpaid principal nonassessable shares of Common Stock in accordance with Section 3(a) hereof at the Conversion Rate as of the Note and accrued interest, thereon, into Common Stock at fifty percent Mandatory Conversion Date (50%as defined below) of the Conversion Price, as adjusted, then in affect (“a "Mandatory Conversion”"). The Company may exercise its right to require conversion under this Section 3(c)(v) by delivering within not more than ten (10) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by electronic mail, and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the "Mandatory Conversion Notice" and the date all of the holders of this Note and the Other Notes received such notice is referred to as the "Mandatory Conversion Notice of Date"). The Mandatory ConversionConversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (i) state (a) the Trading Day on which the applicable Mandatory Conversion shall occur, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market Trading Day shall be greater not sooner than Five Dollars the thirtieth ($5.0030th) each such trading day and during which twenty (20) trading days, Trading Day immediately following the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Notice Date (a "Mandatory Conversion Date.” The "), (b) the aggregate Conversion Amount of the Notes which the Company has elected to be subject to Mandatory Conversion from the Holder and all of the holders of the Other Notes pursuant to this Section 3(c)(v) (and analogous provisions under the Other Notes), (c) the number of shares of Common Stock to be issued to the Holder on the applicable Mandatory Conversion Date and (d) certify that the Mandatory Conversion Pricing Test has been satisfied and that there has been no Equity Conditions Failure. If there was no Equity Conditions Failure as of the applicable Mandatory Conversion Notice of Date but an Equity Conditions Failure occurred between the applicable Mandatory Conversion Notice Date and any time through the related Mandatory Conversion Date (a "Mandatory Conversion Interim Period"), the Company shall provide the Holder a subsequent notice to that effect. If an Equity Conditions Failure occurs (that is not waived in writing by the Holder) during such Mandatory Conversion Interim Period, then such Mandatory Conversion shall specify be null and void with respect to all or any part designated by the aggregate principal amount Holder of the Note which is subject to Mandatory Conversion. unconverted Mandatory Conversion Notices must Amount and the Holder shall be given proportionately entitled to all Holders the rights of Notes. The Borrower shall reduce the amount a holder of this Note principal subject with respect to a Notice of such Mandatory Conversion by Amount. On the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each applicable Mandatory Conversion Date the Company shall deliver or shall cause to be a deemed Conversion Date and delivered to the Borrower Holder the number of shares of Common Stock the Holder is entitled to pursuant to Section 3(b) (provided, however, that to the extent that the Holder will be required entitled to deliver the Common Stock issuable pursuant to a receive upon any Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice a number of Mandatory Conversion may be given only in connection with an amount shares of Common Stock which would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to such shares of Common Stock upon a Mandatory Conversion to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Mandatory Conversion (and beneficial ownership) to such extent) and such portion of the shares of Common Stock issuable to the Holder pursuant to such Mandatory Conversion shall be held in abeyance for the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such shares of Common Stock (and any right to receive shares of Common Stock under this Section 3(c)(v) to be held similarly in abeyance) to the same extent as if there had been no such limitation). Notwithstanding anything to the contrary in this Section 3(c)(v), until a Mandatory Conversion has occurred, the Mandatory Conversion Amount subject to such Mandatory Conversion may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3(c)(i). All Conversion Amounts converted by the Holder after a Mandatory Conversion Notice Date shall reduce the Mandatory Conversion Amount of this Note required to be converted on the related Mandatory Conversion Date, unless the Holder otherwise indicates in the applicable Conversion Notice. If the Company elects to cause a Holder Mandatory Conversion pursuant to exceed Section 3(c)(v), then it must simultaneously take the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth same action in Section 2.3 the same proportion with respect to the Other Notes. [4] Insert dollar amount equal to 155.% of this Notethe initial Conversion Price.

Mandatory Conversion. Provided an Event If at any time from and after the six (6) month anniversary of Default the Exchange Date (the "MANDATORY CONVERSION ELIGIBILITY DATE"), (i) the Weighted Average Price of the Common Stock exceeds for each of any twenty (20) out of thirty (30) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the "MANDATORY CONVERSION MEASURING PERIOD") $1.50 (as adjusted for any stock dividend, stock split, stock combination or an event which with other similar transaction) and (ii) the passage Equity Conditions shall have been satisfied or waived in writing by the Holder as of time or giving of notice could become an Event of Default has not occurredboth the Mandatory Conversion Notice Date and the Mandatory Conversion Date (each, then, until the Maturity Dateas defined below), the Borrower will Company shall have the option by written notice right to the Holder (“Notice of Mandatory Conversion”) of compelling require the Holder to convert all all, or a portion of the outstanding and unpaid principal of the Note and accrued interestany portion, thereon, into Common Stock at fifty percent (50%) of the Conversion PriceAmount then remaining under this Note as designated in the Mandatory Conversion Notice into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the Conversion Rate as adjusted, then in affect of the Mandatory Conversion Date (“Mandatory Conversion”as defined below) (a "MANDATORY CONVERSION"). The Company may exercise its right to require conversion under this Section 9(a) by delivering within not more than two (2) Trading Days following the end of any such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the "MANDATORY CONVERSION NOTICE" and the date all of the holders received such notice is referred to as the "MANDATORY CONVERSION NOTICE DATE"). The Mandatory Conversion Notice of shall be irrevocable. The Mandatory ConversionConversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with Section 9(a), which notice must Trading Day shall be given on the first day following at least twenty (20) consecutive trading days Business Days but not more than sixty (“Lookback Period”60) during which Business Days following the closing price Mandatory Conversion Notice Date (the "MANDATORY CONVERSION DATE"), (ii) the aggregate Conversion Amount of the Notes subject to mandatory conversion from all of the holders of the Notes pursuant to this Section 9 (and analogous provisions under the Other Notes), (iii) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Date and (iv) an amount equal to the applicable Pro Rata Amount that is released from the Cash Collateral Account for the Common Stock as reported Holder in connection with such conversion. All Conversion Amounts converted by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, Holder after the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower Date shall reduce the amount Conversion Amount of this Note principal subject required to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding be converted on the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice The mechanics of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation conversion set forth in Section 2.3 of this Note3(c) shall apply to any Mandatory Conversion as if the Company and the Transfer Agent had received from the Holder on the Mandatory Conversion Date a Conversion Notice with respect to the Conversion Amount being converted pursuant to the Mandatory Conversion.

Mandatory Conversion. Provided an Event of Default (a) At any time after February 28, 2004, and so long as at such time the Common Stock is listed or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Dateadmitted to trading on a national securities exchange, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling Corporation may require the Holder to convert all or a portion of the outstanding and unpaid principal amount of the indebtedness evidenced by this Note and accrued interest, thereon, into shares of Common Stock if, at such time, the Current Market Price of the Common Stock has equaled or exceeded one hundred fifty percent (50150%) of the Conversion PricePrice (as it may from time to time be adjusted) for forty-five (45) consecutive Trading Days following the thirty-fifth monthly anniversary of the Issue Date. To exercise such right, as adjusted, then in affect (“the Corporation must deliver a Mandatory Conversion”). The Conversion Notice of the exercise of such right to the Holder within thirty (30) days of the last day of such forty-five (45) day period, such Mandatory Conversion, which notice Conversion Notice must be given on at least ten (10) Business Days, but not more than fifteen (15) Business Days prior to the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “proposed Mandatory Conversion Date.” The Notice of , and such Mandatory Conversion shall Notice must specify the aggregate proposed Mandatory Conversion Date and the portion of the principal amount of the indebtedness evidenced by this Note which is subject to Mandatory Conversion. be converted into Common Stock. (b) All conversions effected pursuant to the preceding paragraph will be made effective as of the close of business on the Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce Date at the amount of Note principal subject to a Notice of Conversion Ratio in effect on the Mandatory Conversion by Date; provided, however, that, in order to be able to convert, the amount Current Market Price must have equaled or exceeded one hundred fifty percent (150%) of Note Principal and interest the Conversion Price (as it may from time to time be adjusted) for which the Holder had delivered a Notice of Conversion forty-five (45) consecutive Trading Days immediately prior to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each If the Current Market Price on the Mandatory Conversion Date does not equal or exceed one hundred fifty percent (150%) of the Conversion Price (as it may from time to time be adjusted) for the forty-five (45) consecutive Trading Days immediately prior to the Mandatory Conversion Date, the Corporation's election to require conversion will be deemed void and no conversion will be effected pursuant to such notice. Such event will not be deemed, however, to alter or restrict the Corporation's right to again require conversion at such time as the Current Market Price equals or exceeds one hundred fifty percent (150%) of the then current Conversion Price for forty-five (45) consecutive Trading Days prior to such time. Upon conversion required by the Corporation pursuant to this paragraph and the immediately preceding paragraph, all accrued but unpaid interest with respect to the principal amount of the indebtedness evidenced by this Note being converted shall be a payable in accordance with the provisions of the following paragraph. (c) Conversions of the indebtedness evidenced by this Note effected by the exercise of the Corporation's right to require conversion will be deemed effective as of the close of business on the Mandatory Conversion Date without any action by the Holder and the Borrower will Holder will, as of such time, be required a stockholder of the Corporation with respect to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice number of Mandatory Conversion may be given only in connection with an amount shares of Common Stock into which would not cause a Holder to exceed the 4.99% principal balance evidenced by this Note (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 such portion of the principal balance evidenced by this Note.Note as the Corporation shall have

Mandatory Conversion. Provided an Event If at any time after the one-year anniversary of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Issuance Date, (i) the Borrower will VWAP of the Common Stock listed on the Principal Market exceeds 200% of the Conversion Price for thirty (30) consecutive Trading Days (the “Mandatory Conversion Measuring Period”), and (ii) no Equity Conditions Failure then exists, the Company shall have the option by written notice right to the Holder (“Notice of Mandatory Conversion”) of compelling require the Holder to convert all or a portion of the outstanding Conversion Amount of this Note, as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and unpaid principal nonassessable shares of Common Stock subject to compliance with Section 3(d) hereof at the Conversion Rate as of the Note and accrued interest, thereon, into Common Stock at fifty percent Mandatory Conversion Date (50%as defined below) of the Conversion Price, as adjusted, then in affect (a “Mandatory Conversion”). The Company may exercise its right to require conversion under this Section 3(c)(v) by delivering within not more than twenty (20) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the “Mandatory Conversion Notice” and the date all of the holders received such notice by facsimile is referred to as the “Mandatory Conversion Notice of Date”). The Mandatory ConversionConversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with this Section 3(c)(v), which notice must Trading Day shall be given no less than thirty (30) calendar days and no more than forty (40) calendar days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (ii) the aggregate Conversion Amount of the Notes subject to mandatory conversion from the Holder (the “Mandatory Conversion Amount”) and all of the holders of the Notes pursuant to this Section 3(c)(v) (and analogous provisions under the Other Notes), (iii) the number of shares of Common Stock to be issued to such Holder on the first day following Mandatory Conversion Date and (iv) that there has been no Equity Conditions Failure; provided, however, that to the extent that such Mandatory Conversion would result in the Holder exceeding the Maximum Percentage (as defined below), then such Mandatory Conversion may be effected only to the extent so that such Holder does not exceed the Maximum Percentage. Notwithstanding the foregoing, the Company may effect only one (1) Mandatory Conversion during any twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Trading Days. Any shares of Common Stock as reported by Bloomberg, LP for the Principal Market delivered in connection with a Mandatory Conversion hereunder shall be greater than Five Dollars accompanied by a payment in cash ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Interest”) equal to the amount of any accrued and unpaid Interest with respect to such Conversion Amount subject to such Mandatory Conversion and accrued and unpaid Late Charges, if any, with respect to such Conversion Amount and Interest. Notwithstanding anything herein to the contrary, (i) if the Closing Bid Price of the Common Stock listed on the Principal Market fails to exceed 200% of the Conversion Price for each Trading Day commencing on the Mandatory Conversion Notice Date and ending and including the Trading Day immediately prior to the applicable Mandatory Conversion Date (a “Mandatory Conversion Price Failure”) or an Equity Conditions Failure occurs at any time prior to the Mandatory Conversion Date.” The Notice of , (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the applicable Equity Conditions Failure and/or Mandatory Conversion Price Failure, as applicable, the Mandatory Conversion shall specify be cancelled and the aggregate principal amount of the Note which is subject to Mandatory Conversion. applicable Mandatory Conversion Notices must Notice shall be given proportionately null and void and (ii) at any time prior to all the date the Mandatory Conversion Amount is paid, in full, the Mandatory Conversion Amount may be converted, in whole or in part, by the Holders into shares of NotesCommon Stock pursuant to Section 3. The Borrower All Conversion Amounts converted by the Holder after the Mandatory Conversion Notice Date shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount Amount of this Note Principal and interest for which the Holder had delivered a Notice of Conversion required to the Borrower during the twenty (20) trading days preceding be redeemed on the Mandatory Conversion Date. Each Redemptions made pursuant to this Section 3(c)(v) shall be made in accordance with Section 11. Notwithstanding anything in this Section 3(c)(v) to the contrary, the Holder may, at its sole option, at any time on prior to the third (3rd) Trading Day prior to the Mandatory Conversion Date, by written notice to the Company, elect to receive the Mandatory Conversion Interest in the form of Interest Shares, which Interest Shares shall be delivered by the Company to the Holder in the manner provided in Section 2 as if the Mandatory Conversion Date was an “Interest Date” for all purposes hereunder; provided, that nothing in this Section 3(c)(v) shall be a deemed to amend or waive the Company’s obligation to pay Interest hereunder on each Interest Date pursuant to Section 2 and the Mandatory Conversion Amount and Mandatory Conversion Interest, as applicable, shall be adjusted for any Interest paid to the Holder prior to the Mandatory Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection accordance with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until then commencing after the Maturity later of both the Approval Date and Effective Date and ending ten (10) days after the later of the Approval Date and Effective Date, the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion up to 100% of the outstanding and unpaid principal of the Note Notes and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who receive Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement described in Section 11.1 (iv) of the Subscription Agreement is effective for the unrestricted public resale of Shares and Warrant Shares. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty seven (207) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 of the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided an Event (a) The Issuer may elect at its option to cause all (but not less than all) of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until Notes to be mandatorily converted (the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) within 30 days following the end of compelling any 30 consecutive Trading Day period, ending on or after July 2, 2018, during which the Holder to convert all or a portion volume weighted average trading price of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent on the NASDAQ Global Select Market (50%or any successor market thereto) exceeds $10.00 for a period of the Conversion Price20 Trading Days (any such 30 consecutive Trading Day period, as adjusted, then in affect (a “Mandatory ConversionConversion Trigger Period”). The volume-weighted average trading price referenced in the preceding sentence will be calculated by the Issuer and neither the Trustee nor any Conversion Agent or Paying Agent shall have any duty to confirm or verify, or in any case, be responsible for, the Issuer’s calculation. (b) In order to exercise the Mandatory Conversion pursuant to Section 12.08(a), the Issuer or, at the written request and expense of the Issuer, the Trustee on behalf of the Issuer, shall deliver to each Holder of the Notes a notice (a “Mandatory Conversion Notice”) of exercise of the Mandatory Conversion within five Business Days after the end of the Mandatory Conversion Trigger Period (the date such Mandatory Conversion Notice of is sent to the Holders in the manner herein provided, the “Mandatory Conversion Notice Date”). The Issuer will select the date on which the Notes will be converted pursuant to the Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater not more than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, 30 calendar days after the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Trigger Period concludes (such date, the “Mandatory Conversion Date.” ”). The Notice Issuer shall also deliver a copy of such Mandatory Conversion Notice to the Trustee concurrently with the delivery thereof to the Holders to the extent that the Trustee does not deliver such Mandatory Conversion Notice on behalf of the Issuer. If such Mandatory Conversion Notice is to be given by the Trustee, the Issuer shall specify prepare and provide the form and content of such Mandatory Conversion Notice to the Trustee at least three Business Days prior to the date the notice will be delivered to the Holders (or such later date as the Trustee may approve). With respect to Definitive Notes, such delivery shall be by first class mail, and with respect to Global Notes, such delivery shall be pursuant to the Applicable Procedures of the Depository. The Mandatory Conversion Notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not any Holder receives such Mandatory Conversion Notice. (c) The Mandatory Conversion Notice shall state: (i) the Mandatory Conversion Notice Date; (ii) the Mandatory Conversion Trigger Period; (iii) the aggregate principal amount of Notes to be mandatorily converted; (iv) the Note which CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Notes being converted; (v) that no representation is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion made as to the Borrower during correctness or accuracy of the twenty CUSIP number or ISIN and/or “Common Code” number, if any, listed in such notice or printed on the Notes; (20vi) trading days preceding the Mandatory Conversion Date. Each ; (vii) the Conversion Rate and Conversion Price then in effect; (viii) that on and after the Mandatory Conversion Date shall interest on the Notes to be converted will cease to accrue; and (ix) the name and address of each Paying Agent and Conversion Agent and the place or places where such Notes are to be surrendered for conversion. (d) Each Holder of a deemed Note, by the Holder’s acceptance thereof, agrees to take the following actions prior to the Mandatory Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant in respect of its Notes subject to a Mandatory Conversion: (i) if a Definitive Note, surrender the mandatorily converted Note to the Conversion Notice Agent (or in respect of a Global Note, take any actions required for the surrender of a beneficial interest in such Note pursuant to the Applicable Procedures), (ii) furnish appropriate endorsements and transfer documents if required by the Registrar, the Conversion Agent or the Applicable Procedures, (iii) pay any transfer or other tax, if required by Section 12.02(g), (iv) if the Note is a Global Note, complete and deliver to the Depository any required instructions pursuant to the Applicable Procedures and (v) any other action necessary to effectuate the Mandatory Conversion as may be reasonably requested by the Issuer. In the event that a Holder of Notes does not take any of the actions set forth in the same manner and time period as described in immediately preceding sentence prior to the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount Date, each Holder of a Note, by such Holder’s acceptance thereof, authorizes and directs the Issuer to take any action on such Holder’s behalf to effectuate the Mandatory Conversion and appoints the Issuer such Holder’s attorney-in-fact for any and all such purposes. (e) The Issuer will deliver to the Holders of Notes, not later than the third Business Day immediately following the Mandatory Conversion Date for such Notes, a number of shares of Common Stock equal to the product of (A)(x) the aggregate principal amount of such Notes to be converted divided by (y) $1,000 and (B) the Conversion Rate in effect on such Conversion Date, rounded down to the nearest whole number. Upon the Mandatory Conversion Date, unless the Issuer defaults in delivering or paying the amounts due pursuant to the foregoing sentence, interest on the Notes or portion of Notes so called for the Mandatory Conversion shall cease to accrue and the Holders thereof shall have no right in respect of such Notes except the right to receive the shares of Common Stock and cash, if any, to which would not cause they are entitled pursuant to this Section 12.08. Upon a conversion pursuant to this Section 12.08, the Person in whose name such shares of Common Stock will be registered will become the Holder to exceed of record of such shares of Common Stock at the 4.99% Close of Business on the Mandatory Conversion Date for such Note. (or if increased, 9.99%f) beneficial ownership limitation set forth in Section 2.3 If any of the provisions of this NoteSection 12.08 are inconsistent with applicable law at the time of such Mandatory Conversion, such law shall govern.

Mandatory Conversion. Provided an Event of Default or an event which with Commencing after the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Effective Date, the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note amount, and accrued interest, thereon, of this Note into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice Conversion must be given on given, if at all, within thirty (30) days following any consecutive ten (10) day trading period (the first day following twenty (20) consecutive trading days (“"Lookback Period”") during which the closing bid price or last sale price, as the case may be, for the Borrower's Common Stock as reported by Bloomberg, LP for the principal market on which the shares of Common Stock are then traded (the "Principal Market shall be greater Market") is more than Five Dollars ($5.00) 150% of the Conversion Price each such trading day during the Lookback Period and during which twenty (20) trading days, the there is not less than reported average daily trading volume as reported by Bloomberg L.P. for of 1,000,000 shares of Common Stock during the Principal Market is greater than 100,000 sharesLookback Period. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who hold Notes similar in terms and tenure as this Note. The Borrower shall reduce the amount of Note principal subject to a A Notice of Mandatory Conversion by may not be given unless the Registration Statement has been effective for the unrestricted public resale of the Registrable Securities each day during the Lookback Period and for the three trading days thereafter. Notices of Mandatory Conversion may not be given in connection with the aggregate amount of Note Common Stock that would exceed 25% of the aggregate volume of Common Stock traded on the Principal and interest Market as reported by Bloomberg L.P. for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty fifteen (2015) trading days preceding the Mandatory Conversion Date, or 20% of the initial principal amount of this Note. The amount of Note principal included in a Mandatory Conversion Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion Notice may not be given until thirty (30) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Deemed Conversion Date (as hereinafter defined) and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.1 above. In the Subscription Agreementevent the Borrower fails to deliver the Common Stock in the same manner and time period as described in Section 2.1 above, then such Notice of Conversion will be null and void. A Notice of Mandatory Conversion may must be given only to all Holders of Notes similar to this Note, in connection with an proportion to the amount of Common Stock which would Note Principal held by all Holders of such Notes. Except as described in this Section 2.4, the Note may not cause a Holder be paid prior to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 Maturity Date without the consent of this Notethe Holder.

Mandatory Conversion. Provided Unless an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default (as such term is defined in the Notes)) has occurred and has not occurredbeen timely cured, then, until then commencing after the Maturity Dateeffective date of a registration statement contemplated by Section 11.1 hereof, the Borrower Company will have the option by written notice to the Holder such Subscribers (“Notice of Mandatory Conversion”) of compelling the Holder such Subscribers to convert part or all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, their Notes into Common Stock Shares at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect effect (“Mandatory Conversion”). The Notice of Mandatory ConversionConversion may only be given, which notice must be given if at all, within five (5) business days after the Company has received the net proceeds from an underwritten public offering of the Company’s equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the first day following twenty (20) consecutive trading days final closing of such public offering (“Lookback PeriodMandatory Conversion Conditions” and such public offering being the “Qualified Offering”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares). The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note Notes which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders Subscribers of Notes. The Borrower shall reduce the amount of Note principal subject to a A Notice of Mandatory Conversion by may not be given unless a registration statement (as contemplated in Section 11.1 of this Agreement) is effective for the amount unrestricted public resale of Note Principal and interest the Securities for which the Holder had delivered a Notice each of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Subscriber. The amount of Note principal included in a Notice of Mandatory Conversion shall be reduced to an amount that would not cause a Subscriber to exceed the limitation described in Section 7.3 of this Agreement. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock Shares issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%Section 7.1(b) beneficial ownership limitation set forth in Section 2.3 of this NoteAgreement.

Mandatory Conversion. Provided Unless an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default Default, has occurred and has not occurredbeen timely cured, then, until then commencing after the Maturity DateActual Effective Date (as defined in Section 11.1(iv) of the Subscription Agreement), the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert part or all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory ConversionConversion may only be given, which notice must be given if at all, within five (5) business days after the Borrower has received the net proceeds from an underwritten public offering of the Borrower’s equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the first day following twenty (20) consecutive trading days final closing of such public offering (“Lookback PeriodMandatory Conversion Conditions”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares). The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in terms and tenure as this Note. The Borrower shall reduce the amount of Note principal subject to a A Notice of Mandatory Conversion by may not be given unless the amount Registration Statement (as defined in the Subscription Agreement dated May 1, 2007) is effective for the unrestricted public resale of Note Principal and interest the Registrable Securities (as defined in the Subscription Agreement dated May 1, 2007) for which the Holder had delivered a Notice each of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Holder. The amount of Note principal included in a Mandatory Redemption Notice shall be reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.4 of this Note. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 herein.

Mandatory Conversion. Provided an Event of Default or an event which with If at any time from and after the passage of time or giving of notice could become an Event of Default has not occurred, then, Original Issue Date until the Maturity Date, Date the Borrower will have the option by written notice to the Holder volume-weighted average price (“Notice of Mandatory ConversionVWAP”) of compelling the Common Stock exceeds $0.50 per share over any thirty (30) Trading Day measurement period (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof), then the Company shall have the right to require the Holder to convert all or a any portion of the outstanding principal then remaining under this Debenture into validly issued, fully paid and unpaid principal non-assessable shares of the Note and accrued interest, thereon, into Common Stock in accordance with Section 4 hereof at fifty percent (50%) of the Conversion Price, as adjusted, then in affect Price (a “Mandatory Conversion”). The Company may exercise its right to require conversion under this Section 6(b) by delivering a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Conversion Notice” and the date the Holder receives such notice by facsimile is referred to as the “Mandatory Conversion Notice of Date”). The Mandatory ConversionConversion Notice shall be irrevocable and shall (i) state the Trading Day selected for the Mandatory Conversion in accordance with this Section 6(b), which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market Trading Day shall be greater no sooner than Five Dollars five ($5.005) each such trading day and during which twenty Trading Days nor later than thirty (2030) trading days, Trading Days following the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Objection to Complete Mandatory Conversion is given is Date (the “Mandatory Conversion Date.” The Notice ”), (ii) the thirty (30) Trading Day period over which the VWAP was calculated, (iii) the portion of the principal balance of the Debenture subject to the Mandatory Conversion shall specify pursuant to this Section 6(b) (the aggregate principal amount “Conversion Amount”) and (iv) the number of Shares to be issued to the Holder on the Mandatory Conversion Date (subject to adjustment for any adjustments to the Conversion Price occurring under this Debenture after the execution of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately Notice by the Company). In the event that the Mandatory Conversion would violate the limitations set forth in Section 4(c), the Holder may deliver a written notice thereof by facsimile and overnight courier to all Holders the Company, together with a certification of Noteswhich portion of this Debenture is convertible without violating such limitations, within three (3) Trading Days of the Mandatory Conversion Notice Date (the “Objection to Complete Mandatory Conversion Date”). The Borrower Any portion of this Debenture converted by the Holder after the Mandatory Conversion Notice Date shall reduce the amount of Note principal Conversion Amount subject to a Notice of the applicable Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion that is required to the Borrower during the twenty (20) trading days preceding be converted on the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice The mechanics of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation conversion set forth in Section 2.3 4(d) shall apply to any Mandatory Conversion as if the Company had received from the Holder on the Mandatory Conversion Date a Notice of this NoteConversion with respect to the Conversion Amount being converted pursuant to the Mandatory Conversion.

Mandatory Conversion. Provided an Event of Default is not continuing or an event which with was not extant during the passage of time or giving of notice could become an Event of Default has not occurredprior twenty business days, then, until then commencing after the Maturity DateActual Effective Date (as defined in the Subscription Agreement), the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Fixed Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following twenty a consecutive ten (2010) consecutive day trading days period (“Lookback Period”) during which the closing bid price for the Borrower’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater is more than Five Dollars ($5.00) 0.60 each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesLookback Period. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in terms and tenure as this Note. The maximum aggregate amount for all Notices of Mandatory Conversion that may be given for each Mandatory Conversion Date may not exceed 35% of the daily trading volume for the seven (7) trading days preceding the Mandatory Conversion Date multiplied by the volume weighted average price of the Common Stock as reported by Bloomberg L.P. for the Principal Market using the AQR function for such seven day trading period. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Lookback Period. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. The amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion Notice may not be given until twenty (20) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 above.

Mandatory Conversion. Provided an Event of Default or an event which (a) Subject to and upon compliance with the passage provisions of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Datethis Article 14, the Borrower will have Company shall convert all outstanding Notes into Common Stock at the option by written notice to the Holder Conversion Rate (a “Notice of Mandatory Conversion”) of compelling upon the Holder earliest to convert all or a portion occur of the outstanding and unpaid principal following (each, a “Mandatory Conversion Event”): (i) the closing or effective date of any bona fide arm’s length issuance by the Company of Common Stock to third parties that are not stockholders of the Note and accrued interest, thereon, into Common Stock at fifty percent Company (50%) or Affiliates of stockholders of the Conversion Price, as adjusted, then in affect Company) for cash with (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20x) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market a total issuance size that is greater than 100,000 shares. The or equal to $100,000,000 and (y) a per-share price greater than or equal to $[ ], before underwriting commissions, placement fees or similar expenses; (ii) the Business Day immediately succeeding the thirty (30) day period beginning on the date on which the Notice Holders of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the at least a majority in aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion Notes then outstanding deliver written notice to the Borrower during Company to convert the twenty Notes; (20iii) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver if the Common Stock issuable pursuant is listed on a U.S. national securities exchange, the first Trading Day on which the average of the Last Reported Sale Prices of the Common Stock over the thirty (30) consecutive Trading Day period ending on such Trading Day is 50% greater than $[ ]; (iv) the closing or effective date of any bona fide refinancing of the First Lien Credit Facility after a determination by the Board of Directors in good faith that: (A) such refinancing provides for terms that are materially more favorable to the Company than the terms of the First Lien Credit Facility before such refinancing and (B) the causing of a Mandatory Conversion Notice in is not the same manner and time period as described in primary purpose of such refinancing; (v) the Subscription Agreement. A Notice closing or effective date of any Change of Control Transaction; or (vi) the Maturity Date. (b) Notwithstanding the foregoing, no Mandatory Conversion may shall be given only in connection with an amount effected if a Default or Event of Common Stock which would not cause Default has occurred or is continuing. (c) Neither the Trustee nor the Conversion Agent shall have any duty or responsibility to monitor or determine whether a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteMandatory Conversion Event has occurred.

Mandatory Conversion. Provided an Event (a) Subject to the requirements of Default Section 6.09(b) and Section 6.09(c) of this Supplemental Indenture, at any time following the issuance of the Notes, the Company shall have the right, at its option, may, to cause the Notes, in whole or an event which in part, to be automatically converted into Common Stock (a “Mandatory Conversion”). Upon a Mandatory Conversion, a Holder shall be entitled to receive (i) a number of shares of Common Stock based on the applicable Conversion Rate, and (ii) the Coupon Make-Whole. The “Mandatory Conversion Date” shall be the tenth Business Day following the date of the Mandatory Conversion Press Release (as defined in Section 6.09(c)), excluding the date such Mandatory Conversion Press Release is issued; provided, however, that if the Company is required to adjust the Conversion Rate in accordance with the passage requirements of Section 6.03 of this Supplemental Indenture and the Mandatory Conversion Date would occur during the time or giving period in which the average Daily VWAP of notice could become the Common Stock is being calculated for purposes of such an Event adjustment, then the Mandatory Conversion Date shall be the next Business Day following the effectiveness of Default has not occurredsuch adjustment. (b) The Company may exercise a Mandatory Conversion pursuant to Section 6.09(a) of this Supplemental Indenture only if the Daily VWAP of the Common Stock exceeds 130% of the applicable Conversion Price for at least ten Trading Days in a period of fifteen consecutive Trading Days, thenincluding the last Scheduled Trading Day of such fifteen-day period, until ending on the Maturity DateScheduled Trading Day prior to the Company’s issuance of the Mandatory Conversion Press Release pursuant to Section 6.09(c). (c) In order to exercise a Mandatory Conversion, the Borrower Company must issue a press release for publication through Dow Xxxxx & Company, Inc., Bloomberg Business News, BusinessWire, or PR Newswire or a substantially equivalent financial news organization (the “Mandatory Conversion Press Release”) no later than the third Business Day following any date on which the conditions described in Section 6.09(b) are satisfied, announcing such a Mandatory Conversion. The Company will have the option also give notice by written mail or by publication (with subsequent prompt notice by mail) to the Holder Holders (not more than four Business Days after the date of such Mandatory Conversion Press Release) of the Mandatory Conversion announcing the Company’s intention to convert the Notes at their addresses shown in the Security Register maintained by the Security Registrar (such notice, the “Notice of Mandatory Conversion”). In addition to any information required by applicable law or regulation, the Mandatory Conversion Press Release and the Notice of Mandatory Conversion shall each state (i) the Mandatory Conversion Date; (ii) the number of compelling shares of Common Stock to be issued upon conversion per $1,000 principal amount of Notes; (iii) the Holder aggregate amount of Notes to convert all or a portion be converted in such Mandatory Conversion; (iv) the amount of the outstanding and unpaid Coupon Make-Whole payable to Holders per $1,000 principal amount of Notes; (v) the dates of the Note and accrued interest, thereon, into five day trading-period that will be used for purposes of calculating the number of shares of Common Stock at fifty percent to be delivered in connection with the Coupon Make-Whole pursuant to Section 6.09 of this Supplemental Indenture; and (50%vi) that interest on the Notes to be converted shall cease to accrue on the Mandatory Conversion Date. Notwithstanding the number of the shares of Common Stock to be issued upon conversion as specified in such Mandatory Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Press Release and Notice of Mandatory Conversion, which notice must be given on if following the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each publication or distribution of such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Mandatory Conversion Press Release or Notice of Mandatory Conversion is given is Conversion, but prior to the “Mandatory Conversion Date.” The Notice , an adjustment to the applicable Conversion Rate pursuant to Section 6.03 of this Supplemental Indenture is applicable, the Company shall issue an additional Mandatory Conversion shall specify Press Release reflecting the aggregate number of shares of Common Stock to be issued upon conversion per $1,000 principal amount of Notes, taking into account such adjustment. (d) On and after the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately Date, interest shall cease to all Holders of Notes. The Borrower shall reduce accrue on the amount of Note principal Notes subject to a Notice of Mandatory Conversion by and all rights of Holders of such Notes shall terminate, except for the amount right to receive the shares of Note Principal Common Stock issuable upon conversion of such Notes, the right to receive the Coupon Make-Whole and the right to receive any accrued and unpaid interest for which the Holder had delivered a Notice of Conversion accruing prior to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each The interest payment with respect to the Notes called for a Mandatory Conversion on a date during the period between the close of business on any Regular Record Date for the payment of interest and the close of business on the corresponding Interest Payment Date will be payable on such Interest Payment Date to the Holder of record of the Notes so called on such Regular Record Date if the Notes have been converted after such Regular Record Date and prior to such Interest Payment Date. (e) If less than all of the Notes are to be subject to a Mandatory Conversion, the particular Notes to be converted shall be selected by the Trustee from the Outstanding Notes not previously called for conversion, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for conversion of portions of the principal amount of Notes, provided, however, that no such partial conversion shall reduce the portion of the principal amount of a Note not redeemed to less than the minimum denomination of $2,000. The Trustee shall promptly notify the Company and the Security Registrar (if other than the Trustee) in writing of the Notes selected for conversion and, in the case of any Notes selected for partial conversion, the principal amount thereof to be redeemed. (f) In the event a Mandatory Conversion Date shall be occurs between a deemed Conversion Regular Record Date and the Borrower will related Interest Payment Date, the Company shall pay any accrued an unpaid interest to the Holder of record on such Regular Record Date, and such Interest Payment Date shall be required to deliver excluded from the Common Stock issuable pursuant to a Mandatory Conversion Notice in calculation of the same manner and time period Coupon Make-Whole, as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth specified in Section 2.3 1.01 of this NoteSupplemental Indenture.

Mandatory Conversion. Provided an Event (a) If the Requisite Shareholder Approval is obtained at the Company’s annual meeting of Default or an event which shareholders to be held in 2021 and the Charter Amendment is thereafter filed and declared effective by the Pennsylvania Department of State in accordance with the passage Investment Agreement, the Company may, at any time after the 36-month anniversary of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Closing Date, effectuate a conversion of the Borrower will have Series C Preferred Stock held by Purchaser into shares of Non-Voting Common Stock in accordance with the option by written notice to the Holder applicable terms of this Certificate of Designation (a “Notice of Mandatory Conversion” and such right a “Mandatory Conversion Right”) of compelling only if the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent Mandatory Conversion Conditions (50%as defined below) are satisfied as of the Conversion Price, as adjusted, then in affect (“Date for such Mandatory Conversion”). The Notice of In order to validly exercise the Mandatory Conversion Right, the Company must deliver to Purchaser a written notice exercising the Mandatory Conversion Right at least 5 Trading Days prior to the proposed Conversion Date for such Mandatory Conversion, which such notice must be given on shall state the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price proposed Conversion Date for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is (the “Mandatory Conversion Date.” The Notice of ”), and a second written notice on the last Trading Day prior to the proposed Conversion Date (each such notice, a “Mandatory Conversion shall specify Notice”). Such second notice must provide reasonable supporting detail demonstrating that the aggregate principal amount Mandatory Conversion Conditions have been satisfied and must be duly executed by an executive officer of the Note which is Company. Each Mandatory Conversion Notice must state: (i) that the Company has exercised its Mandatory Conversion Right to cause the Mandatory Conversion of the shares of Series C Preferred Stock; (ii) the date scheduled for the settlement of such Mandatory Conversion; and (iii) the Conversion Price in effect on the Mandatory Conversion Date for such Mandatory Conversion. (b) Any purported exercise of the Mandatory Conversion Right, or any purported delivery of a Mandatory Conversion Notice, at a time when the Mandatory Conversion Conditions are not satisfied shall be null and void and ineffective for purposes of Section 10(a). Notwithstanding the exercise of the Mandatory Conversion Right, the Company acknowledges and agrees that the shares of Series C Preferred Stock subject to Mandatory Conversion. the proposed Mandatory Conversion Notices must may be given proportionately converted earlier at the option of the Holders thereof pursuant to all Holders Section 8 at any time before the close of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding business on the Mandatory Conversion Date. Each ; and “Mandatory Conversion Date shall be a deemed Conversion Date Conditions” means (x) the Stock Price Condition (as defined below) and the Borrower will be required to deliver (y) the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period Liquidity Conditions (as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Notedefined below).

Mandatory Conversion. Provided (a) If at any time, or from time to time, from and after the third anniversary of the closing of an Event IPO, the Last Reported Sale Price of Default the Class A Common Stock has equaled or an event which with exceeded $42.47 (subject to adjustment in a manner inversely proportional to adjustments to the passage Conversion Rate) (x) for at least 20 out of time or giving of notice could become an Event of Default has not occurred, then, until any 30 consecutive Trading Days immediately preceding the Maturity Mandatory Conversion Notice Date and (y) on the Mandatory Conversion Notice Date, the Borrower will Corporation shall from time to time have the option by written notice right to require the Holder (“Notice of Mandatory Conversion”) of compelling the Holder Holders to convert all all, or a portion any portion, of the outstanding and unpaid principal of Series A-1 Convertible Preferred Stock, as designated in the Note and accrued interest, thereonMandatory Conversion Notice relating to the applicable Mandatory Conversion on the applicable Mandatory Conversion Date, into fully paid, validly issued and nonassessable shares of Class A-1 Common Stock at fifty percent (50%) the Conversion Rate as of the applicable Mandatory Conversion Price, as adjusted, then in affect Date (a “Mandatory Conversion”); provided that the Corporation shall not be permitted to effect a Mandatory Conversion with respect to more than one-third of the aggregate outstanding shares of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock as of the date of the first Mandatory Conversion Notice Date pursuant to this Section 10(a) in any twelve month period unless the Last Reported Sale Price of the Class A Common Stock has equaled or exceeded $48.53 (subject to adjustment in a manner inversely proportional to adjustments to the Conversion Rate) (x) for at least 20 out of any 30 consecutive Trading Days immediately preceding the Mandatory Conversion Notice Date and (y) on the Mandatory Conversion Notice Date. (b) The Corporation may exercise its right to require conversion under this Section 10 by delivering a written notice thereof to all Holders (a “Mandatory Conversion Notice” and of such delivery is referred to as a “Mandatory Conversion Notice Date”). The Each Mandatory Conversion Notice of shall be irrevocable. Each Mandatory ConversionConversion Notice shall state (x) the Trading Day on which the applicable Mandatory Conversion shall occur, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market Trading Day shall be greater than Five Dollars the twentieth Trading Day following the applicable Mandatory Conversion Notice Date ($5.00) each or, if such trading date falls on a day and during which twenty (20) trading daysthat is not a Business Day, the daily trading volume as reported by Bloomberg L.P. for the Principal Market next day that is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the a Business Day) (a “Mandatory Conversion Date.” The Notice ”), (y) the number of shares of Series A-1 Convertible Preferred Stock which the Corporation has elected to be subject to such Mandatory Conversion shall specify from such Holder and in the aggregate principal amount pursuant to this Section 10, (z) the number of shares of Class A-1 Common Stock to be issued to such Holder on the Note which is subject to Mandatory Conversion. applicable Mandatory Conversion Notices Date. If the Corporation elects to cause a Mandatory Conversion pursuant to this Section 10, then it must be given proportionately simultaneously take the same action in the same proportion with respect to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal Series A Convertible Preferred Stock and interest for which the Holder had delivered a Notice of Conversion Series A-1 Convertible Preferred Stock to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Noteextent practicable.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default Equity Conditions have been continuously satisfied, then commencing after the date the Registration Statement has not occurred, then, until the Maturity been declared effective ("Actual Effective Date"), the Borrower Company will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, this Debenture into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following twenty a consecutive ten day trading period (20) consecutive trading days (“"Lookback Period”") during which the closing price for of the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal on a Trading Market is greater more than 100,000 shares150% of the Conversion Price each day during the Lookback Period. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note Debenture which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesDebentures who received Debentures similar in terms and tenure as this Debenture. The Borrower shall reduce the amount of Note principal subject to a A Notice of Mandatory Conversion by may not be given unless the Registration Statement has been effective for the unrestricted public resale of the Registrable Securities each day during the Lookback Period. The amount of Note Principal and interest for which Debenture principal included in a Mandatory Redemption Notice shall be reduced to an amount that would not cause the Holder had delivered a to exceed the limitation described in Section 4(c) of this Debenture. A further Mandatory Conversion Notice of Conversion to the Borrower during the twenty may not be given until thirty (2030) trading days have elapsed from the preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteDebenture.

Mandatory Conversion. Provided an Event (a) An amount of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice Notes equal to the Holder product of (“Notice of Mandatory Conversion”i) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of Notes outstanding on the Note Issue Date multiplied by (ii) the quotient (rounded down to the nearest 1/100th) of (x) the number of days during the First Mandatory Conversion Observation Period on which is subject the Daily VWAP exceeds the Threshold Price divided by (y) 25, rounded down to the nearest $1,000 principal amount of Notes, shall be mandatorily converted (“First Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20”) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with into an amount of Common Stock per $1,000 principal amount of Notes equal to the First Mandatory Conversion Share Amount (plus cash in lieu of any fractional share of Common Stock issuable upon conversion payable pursuant to Section 14.02(i)), which would Common Stock (and cash in lieu of any fractional share of Common Stock, if any) shall be delivered on the third Business Day immediately following the last VWAP Trading Day of the First Mandatory Conversion Observation Period (such date, the “First Share Settlement Date”). Cash equal to accrued but unpaid interest, including without limitation any Special Additional Interest, with respect to the Notes being converted pursuant to the First Mandatory Conversion accrued from April 1, 2016 to but excluding the Conversion Date shall also be payable on the First Share Settlement Date. The Company shall deliver to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the open of business on the second Business Day immediately following the First Mandatory Conversion Observation Period a notice (the “First Mandatory Conversion Notice”), which notice shall state (A) the date of the First Share Settlement Date, (B) the amount of the Notes that are subject to the First Mandatory Conversion, (C) the First Mandatory Conversion Share Amount (plus the amount of cash in lieu of any fractional share of Common Stock issuable upon conversion payable pursuant to Section 14.02(i)) and (D) the amount of interest accrued but unpaid (including without limitation any Special Additional Interest) to, but excluding, the Conversion Date with respect to the Notes that are subject to the First Mandatory Conversion. The Conversion Agent will select the Notes mandatorily converted pursuant to the First Mandatory Conversion pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as the Depositary may require), in denominations of $1,000 or an integral multiple of $1,000 thereof. (b) (i) Following the First Share Settlement Date, the Company shall have the right to convert the Notes (“Subsequent Mandatory Conversion”), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of any fractional share of Common Stock issuable upon conversion payable pursuant to Section 14.02(i)), plus cash equal to accrued but unpaid interest (including without limitation any Special Additional Interest) to, but excluding, the Subsequent Mandatory Conversion Date with respect to the Notes being converted in such Subsequent Mandatory Conversion, if each of the following conditions are satisfied: (x) the VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 14.07) exceeds the Threshold Price in effect on each applicable Trading Day for at least 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days commencing after the First Share Settlement Date and (y) the Company delivers to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) a notice of the Company’s election to exercise its right to convert the Notes no later than the open of business on the third Business Day immediately following the 20th Trading Day on which the Threshold Price was exceeded of any such 30 Trading Day period (a “Subsequent Mandatory Conversion Notice”), which notice shall specify (1) that the Company is exercising its right to cause a Holder Subsequent Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Subsequent Mandatory Conversion Date, (2) that the Subsequent Mandatory Conversion shall occur on the sixth Business Day following the date of such notice (the “Subsequent Mandatory Conversion Date”), (3) the amount of the Notes that are subject to exceed the 4.99% Subsequent Mandatory Conversion and (or 4) the amount of interest accrued but unpaid (including without limitation any Special Additional Interest) to, but excluding, the Subsequent Mandatory Conversion Date with respect to the Notes that are subject to the Subsequent Mandatory Conversion; provided that, the Company’s right to cause a Subsequent Mandatory Conversion shall be suspended during the period beginning on the date of any Fundamental Change Repurchase Notice and continuing to, and including, the applicable Fundamental Change Repurchase Date; provided, further, that, notwithstanding the foregoing, if increasedthe Subsequent Mandatory Conversion Date occurs during the period after the close of business on any Regular Record Date and before the opening of business on the corresponding Interest Payment Date, 9.99%) beneficial ownership limitation set forth interest with respect to the Notes converted will be payable on such Interest Payment Date to the Holders in Section 2.3 whose names the Notes are registered at the close of this Notebusiness on such Regular Record Date and no accrued and unpaid interest will be paid on the Subsequent Mandatory Conversion Date.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until Until the Maturity Date, the Borrower will have the option exercisable from time to time but not more than one time each thirty (30) days by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice if given, must be given on the first business day following twenty (20) consecutive trading days (“Lookback Period”) during which on each such trading day (i) the closing bid price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be was equal to or greater than Five two hundred and fifty percent (250%) of the Conversion Price (“Target Price”), (ii) the Aggregate Dollar Volume (as defined below) is not less than Fifty Thousand Dollars ($5.0050,000), (iii) each such the Registration Statement described in Section 11.1(i) of the Subscription Agreement was effective and includes therein as registered for public offer and sale, all of the Registrable Securities, without giving effect to any Registration Cutback, (iv) an Event of Default or an event which with the passage of time or the giving of notice could become an Event of Default, had not occurred, and (v) the Common Stock was listed for trading day and during which twenty (20) trading daysor quotation on the NYSE AMEX Equities, NASDAQ Global Market, NASDAQ Global Select Market, the daily trading volume as reported by Bloomberg L.P. for NASDAQ Capital Market, the Principal Market is greater than 100,000 sharesFINRA OTC Bulletin Board or OTCQB. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. The aggregate Principal Amount subject to Mandatory Conversion Notices may not exceed fifty percent (50%) of the initial Principal Amount of this Note unless the Target Price is five hundred percent (500%) of the Conversion Price, in which case, the Borrower may redeem the entire Principal Amount, subject to the Mandatory Conversion provisions described herein. Any Mandatory Conversion hereunder shall be made and taken pari passu with respect to this Note and the Other Notes, except that the Borrower must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note the principal and interest subject to a Notice of Mandatory Conversion with respect to the Holder and/or any Other Holders, as the case may be, (a) to the extent necessary in order to comply with the conversion limitations applicable to such Holder or Other Holder, as the case may be, pursuant to Section 2.3 of this Note and the Other Notes, and (b) by the amount of Note Principal principal and interest for which a respective Holder or Other Holder, as the Holder case may be, had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateLookback Period. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a the Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note. In the event Borrower fails to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date, then (i) at the Holder’s election, such Notice of Mandatory Conversion will be null and void or Holder may enforce the Notice of Mandatory Conversion, and (ii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. A Notice of Mandatory Conversion may be cancelled at the option of the Holder, if at any time prior to the actual delivery of the shares issuable upon such Mandatory Conversion an Event of Default, or an event which with the passage of time or giving of notice would become an Event of Default (whether or not such Event of Default has been cured), occurs. A Notice of Mandatory Conversion may not be rescinded without the consent of the Holder. “Aggregate Dollar Volume” shall mean the volume weighted average price of the Common Stock for the Common Stock during the calculation period multiplied by the number of shares traded during the calculation period as reported by Bloomberg, LP for the Principal Market.

Mandatory Conversion. Provided an Event (a) The Issuer may elect at its option to cause all (but not less than all) of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until Notes to be mandatorily converted (the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) within thirty (30) days following the end of compelling any thirty (30) consecutive Trading Day period, ending on or after July 2, 2018, during which the Holder to convert all or a portion volume weighted average trading price of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent on the NASDAQ Global Select Market (50%or any successor market thereto) exceeds $10.00 for a period of the Conversion Pricetwenty (20) Trading Days (any such thirty (30) consecutive Trading Day period, as adjusted, then in affect (a “Mandatory ConversionConversion Trigger Period”). The volume-weighted average trading price referenced in the preceding sentence will be calculated by the Issuer and neither the Trustee nor any Conversion Agent or Paying Agent shall have any duty to confirm or verify, or in any case, be responsible for, the Issuer’s calculation. (b) In order to exercise the Mandatory Conversion pursuant to Section 5.08(a), the Issuer or, at the written request and expense of the Issuer, the Trustee on behalf of the Issuer, shall deliver to each Holder of the Notes a notice (a “Mandatory Conversion Notice”) of exercise of the Mandatory Conversion within five (5) Business Days after the end of the Mandatory Conversion Trigger Period (the date such Mandatory Conversion Notice of is sent to the Holders in the manner herein provided, the “Mandatory Conversion Notice Date”). The Issuer will select the date on which the Notes will be converted pursuant to the Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater not more than Five Dollars thirty ($5.0030) each such trading day and during which twenty (20) trading days, calendar days after the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Trigger Period concludes (such date, the “Mandatory Conversion Date.” ”). The Notice Issuer shall also deliver a copy of such Mandatory Conversion Notice to the Trustee concurrently with the delivery thereof to the Holders to the extent that the Trustee does not deliver such Mandatory Conversion Notice on behalf of the Issuer. If such Mandatory Conversion Notice is to be given by the Trustee, the Issuer shall specify prepare and provide the form and content of such Mandatory Conversion Notice to the Trustee at least three (3) Business Days prior to the date the notice will be delivered to the Holders (or such later date as the Trustee may approve). With respect to Definitive Notes, such delivery shall be by first class mail, and with respect to Global Notes, such delivery shall be pursuant to the Applicable Procedures of the Depositary. The Mandatory Conversion Notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not any Holder receives such Mandatory Conversion Notice. (c) The Mandatory Conversion Notice shall state: (i) the Mandatory Conversion Notice Date; (ii) the Mandatory Conversion Trigger Period; (iii) the aggregate principal amount of Notes to be mandatorily converted; (iv) the Note which CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Notes being converted; (v) that no representation is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion made as to the Borrower during correctness or accuracy of the twenty CUSIP number or ISIN and/or “Common Code” number, if any, listed in such notice or printed on the Notes; (20vi) trading days preceding the Mandatory Conversion Date. Each ; (vii) the Conversion Rate and the Conversion Price then in effect; (viii) that on and after the Mandatory Conversion Date shall interest on the Notes to be converted will cease to accrue; and (ix) the name and address of each Paying Agent and Conversion Agent and the place or places where such Notes are to be surrendered for conversion. (d) Each Holder of a deemed Note, by the Holder’s acceptance thereof, agrees to take the following actions prior to the Mandatory Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant in respect of its Notes subject to a Mandatory Conversion: (i) if a Definitive Note, surrender the mandatorily converted Note to the Conversion Notice Agent (or in respect of a Global Note, take any actions required for the surrender of a beneficial interest in such Note pursuant to the Applicable Procedures), (ii) furnish appropriate endorsements and transfer documents if required by the Registrar, the Conversion Agent or the Applicable Procedures, (iii) pay any transfer or other tax, if required by Section 5.02(g), (iv) if the Note is a Global Note, complete and deliver to the Depositary any required instructions pursuant to the Applicable Procedures and (v) any other action necessary to effectuate the Mandatory Conversion as may be reasonably requested by the Issuer. In the event that a Holder of Notes does not take any of the actions set forth in the same manner and time period as described in immediately preceding sentence prior to the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount Date, each Holder of a Note, by such Holder’s acceptance thereof, authorizes and directs the Issuer to take any action on such Holder’s behalf to effectuate the Mandatory Conversion and appoints the Issuer such Holder’s attorney-in-fact for any and all such purposes. (e) The Issuer will deliver to the Holders of Notes, not later than the third Business Day immediately following the Mandatory Conversion Date for such Notes, a number of shares of Common Stock equal to the product of (A)(x) the aggregate principal amount of such Notes to be converted divided by (y) $1,000 and (B) the Conversion Rate in effect on such Conversion Date, rounded down to the nearest whole number. Upon the Mandatory Conversion Date, unless the Issuer defaults in delivering or paying the amounts due pursuant to the foregoing sentence, interest on the Notes or portion of Notes so called for the Mandatory Conversion shall cease to accrue and the Holders thereof shall have no right in respect of such Notes except the right to receive the shares of Common Stock and cash, if any, to which would not cause they are entitled pursuant to this Section 5.08. Upon a Holder conversion pursuant to exceed this Section 5.08, the 4.99% Person in whose name such shares of Common Stock will be registered will become the holder of record of such shares of Common Stock at the Close of Business on the Mandatory Conversion Date for such Note. (or if increased, 9.99%f) beneficial ownership limitation set forth in Section 2.3 If any of the provisions of this NoteSection 5.08 are inconsistent with applicable law at the time of such Mandatory Conversion, such law shall govern.

Mandatory Conversion. Provided an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default Default) has not occurred, then, until then commencing after the Maturity Datedate the Actual Effective Date and during the periods described below, the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note Principal Amount, and accrued interest, thereon, of this Note into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following twenty any consecutive thirty (2030) consecutive trading days (“"Lookback Period”") during which the closing bid price for the Borrower's Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater is more than Five Dollars ($5.00) each such trading day and during which 250% of the Conversion Price for twenty (20) trading daysor more days during the Lookback Period, the daily and there is reported trading volume as reported by Bloomberg L.P. for of not less than 450,000 shares of Common Stock each day during the Principal Market is greater than 100,000 sharesLookback Period. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in terms and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Lookback Period. The Borrower shall reduce the amount of Note principal subject to included in a Notice of Mandatory Conversion by the Notice shall be further reduced to an amount of Note Principal and interest for which that would not cause the Holder had delivered a to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion Notice of Conversion to the Borrower during the may not be given until twenty (20) trading days have elapsed from the preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription AgreementSection 2.1 above. A Notice Notices of Mandatory Conversion may not be given only in connection delivered with an amount respect to more than (i) 25% of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 initial Principal Amount of this NoteNote between sixty (60) days and one hundred and twenty days (120) days following the Actual Effective Date; (ii) 50% of the initial Principal Amount of this Note between one hundred and twenty-one (121) days and two hundred and ten (210) days after the Actual Effective Date; and (iii) 25% of the initial Principal Amount of this Note after two hundred and ten (210) days after the Actual Effective Date.

Mandatory Conversion. Provided an Event (a) At any time after the fourth anniversary of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Closing Date, and so long as at such time the Borrower will have Common Stock is listed or admitted to trading on a national securities exchange, the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling Corporation may require the Holder to convert all or a portion of the outstanding and unpaid principal amount of the indebtedness evidenced by this Note and accrued interest, thereon, into shares of Common Stock if, at such time, the Current Market Price of the Common Stock has equalled or exceeded one hundred fifty percent (50150%) of the Conversion PricePrice (as it may from time to time be adjusted) for forty- five (45) consecutive Trading Days following the forty-fifth monthly anniversary of the Closing Date. To exercise such right, as adjusted, then in affect (“the Corporation must deliver a Mandatory Conversion”). The Conversion Notice of the exercise of such right to the Holder within thirty (30) days of the last day of such forty-five (45) day period, such Mandatory Conversion, which notice Conversion Notice must be given on at least ten (10) Business Days, but not more than fifteen (15) Business Days prior to the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “proposed Mandatory Conversion Date.” The Notice of , and such Mandatory Conversion shall Notice must specify the aggregate proposed Mandatory Conversion Date and the portion of the principal amount of the indebtedness evidenced by this Note which is subject to Mandatory Conversion. be converted into Common Stock. (b) All conversions effected pursuant to the preceding paragraph will be made effective as of the close of business on the Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce Date at the amount of Note principal subject to a Notice of Conversion Ratio in effect on the Mandatory Conversion by Date; provided, however, that, in order to be able to convert, the amount Current Market Price on the Mandatory Conversion Date must equal or exceed one hundred fifty percent (150%) of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding Price in effect on the Mandatory Conversion Date. Each If the Current Market Price on the Mandatory Conversion Date does not equal or exceed one hundred fifty percent (150%) of the Conversion Price in effect on the Mandatory Conversion Date, the Corporation's election to require conversion will be deemed void and no conversion will be effected pursuant to such notice. Such event will not be deemed, however, to alter or restrict the Corporation's right to again require conversion at such time as the Current Market Price equals or exceeds one hundred fifty percent (150%) of the then current Conversion Price for forty-five (45) consecutive Trading Days prior to such time. Upon conversion required by the Corporation pursuant to this paragraph and the immediately preceding paragraph, all accrued but unpaid interest with respect to the principal amount of the indebtedness evidenced by this Note being converted shall be a payable in accordance with the provisions of the following paragraph. (c) Conversions of the indebtedness evidenced by this Note effected by the exercise of the Corporation's right to require conversion will be deemed effective as of the close of business on the Mandatory Conversion Date without any action by the Holder and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period Holder will, as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.such

Mandatory Conversion. Provided an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default Default) is not continuing or was not extant during the prior twenty business days, then commencing after the date the Registration Statement described in Section 11.1(iv) of the Subscription Agreement has not occurred, then, until the Maturity been declared effective ("Actual Effective Date"), the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Fixed Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following twenty a consecutive ten (2010) consecutive day trading days period (“"Lookback Period”") during which the closing bid price for the Borrower's Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater is more than Five Dollars ($5.00) 0.35 each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesLookback Period. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in terms and tenure as this Note. The maximum aggregate amount for all Notices of Mandatory Conversion that may be given for each Mandatory Conversion Date may not exceed 35% of the daily trading volume for the seven (7) trading days preceding the Mandatory Conversion Date multiplied by the volume weighted average price of the Common Stock as reported by Bloomberg L.P. for the Principal Market using the AQR function for such seven day trading period. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Lookback Period. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. The amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 3.2 of this Note. A further Mandatory Conversion Notice may not be given until twenty (20) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 above.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured at least twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, until commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty a consecutive ten (2010) consecutive day trading days (“Lookback Period”) period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater more than Five Dollars ($5.00) 2.40 each such trading day and provided during which twenty (20) trading daysthe Lookback Period, the daily average trading volume as reported by Bloomberg L.P. for the Principal Market is greater not less than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower and the Holder will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection comply with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 above.

Mandatory Conversion. Provided an Event of Default or an event which with (a) If at any time during the passage of time or giving of notice could become an Event of Default has not occurredperiod commencing on January 1, then2002, until and ending on December 31, 2004 (the Maturity Date“Mandatory Conversion Period”), the Borrower will have Closing Price shall exceed 180% of the option Conversion Price for any Note then in effect for at least thirty (30) trading days in any period of forty-five (45) consecutive trading days, then the Company may, by providing written notice to the Holder holder of such Note (a “Notice of Mandatory ConversionConversion Notice”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following within twenty (20) consecutive trading days Business Days after the end of such forty-five (“Lookback Period”45) during day period, require that such holder convert such Note, in whole or in part, into fully paid and nonassessable shares (calculated as to each conversion to the nearest one one-hundredth of a share) of Common Stock at the Conversion Price of such Note, determined as hereinafter provided, in effect at the close of business on the day of conversion. Each Mandatory Conversion Notice shall (i) specify in reasonable detail the computations of the Closing Price and the Conversion Price on the basis of which the closing price for Company is electing to exercise its right to require conversion of the Common Stock as reported by BloombergNote pursuant to this Section 2.2, LP for and (ii) the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which that the Company is subject requiring the holder to Mandatory Conversionconvert pursuant to this Section 2.2. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion Notwithstanding anything to the Borrower during contrary contained herein, the twenty Company shall not be entitled to require any holder of a Note to convert such Note, in whole or in part, into Common Stock pursuant to this Section 2.2 unless a Shelf Registration Statement (20as defined in the Second Amended and Restated Registration Rights Agreement) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver covering resales of the Common Stock issuable upon conversion of such Note is effective and available for use for at least sixty (60) days after the Conversion Shares are issued to such holder upon such conversion. (b) Any Note converted pursuant to Section 2.2(a) shall be converted into a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice number of Mandatory Conversion may be given only in connection with an amount full shares of Common Stock which would not cause a Holder to exceed computed by dividing the 4.99% (principal amount of such Note or if increased, 9.99%) beneficial ownership limitation set forth portion thereof surrendered for conversion by the Conversion Price in effect at the close of business on the day of conversion. The Conversion Price shall be adjusted in certain instances as provided in this Section 2.3 of this Note2.

Mandatory Conversion. Provided an Event of Default or an event which with (a) [Reserved] (b) (i) Following the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Reduction Cutoff Date, the Borrower will Company shall have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder right to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect Notes (“Mandatory Conversion”). The Notice , in whole or in part, into a number of shares of Common Stock per $1,000 Original Principal Amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of any fractional share of Common Stock issuable upon conversion payable pursuant to Section 14.02(i)), plus cash equal to accrued but unpaid interest (including without limitation any Special Additional Interest) to, but excluding, the Mandatory Conversion Date with respect to the Notes being converted in such Mandatory Conversion, which notice must be given on if each of the first day following twenty conditions are satisfied: (20x) consecutive trading days (“Lookback Period”) during which the closing price for VWAP of the Common Stock as reported by Bloomberg, LP (or other security into which the Notes are convertible pursuant to Section 14.07) exceeds the Threshold Price in effect on each applicable Trading Day for at least 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days commencing after the Principal Market shall be greater than Five Dollars Reduction Cutoff Date and ($5.00y) each such trading day and during which twenty (20) trading daysthe Company delivers to the Holders, the daily trading volume as reported by Bloomberg L.P. for Trustee and the Principal Market is greater Conversion Agent (if other than 100,000 shares. The date the Notice Trustee) a notice of the Company’s election to exercise its right to convert the Notes no later than the open of business on the third Business Day immediately following the 20th Trading Day on which the Threshold Price was exceeded of any such 30 Trading Day period (a “Mandatory Conversion Notice”), which notice shall specify (1) that the Company is given is exercising its right to cause a Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date, (2) that the Mandatory Conversion shall occur on the sixth Business Day following the date of such notice (the “Mandatory Conversion Date.” The Notice ”), (3) the Original Principal Amount (and Reduced Principal Amount) of the Notes that are subject to the Mandatory Conversion and (4) the amount of interest accrued but unpaid (including without limitation any Special Additional Interest) to, but excluding, the Mandatory Conversion Date with respect to the Notes that are subject to the Mandatory Conversion; provided that, the Company’s right to cause a Mandatory Conversion shall specify be suspended during the aggregate principal amount period beginning on the date of any Fundamental Change Repurchase Notice and continuing to, and including, the Note which is subject to Mandatory Conversion. applicable Fundamental Change Repurchase Date; provided, further, that, notwithstanding the foregoing, if the Mandatory Conversion Notices must be given proportionately to all Holders Date occurs during the period after the close of Notes. The Borrower shall reduce business on any Regular Record Date and before the amount opening of Note principal subject to a Notice of Mandatory Conversion by business on the amount of Note Principal and corresponding Interest Payment Date, interest for which the Holder had delivered a Notice of Conversion with respect to the Borrower during Notes converted will be payable on such Interest Payment Date to the twenty (20) trading days preceding Holders in whose names the Notes are registered at the close of business on such Regular Record Date and no accrued and unpaid interest will be paid on the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided an Event If at any time from and after the date hereof, (i) the closing price of Default the Common Stock on the Trading Market equals or an event exceeds $6.00 (which with amount shall be proportionately and appropriately adjusted for certain capital events, such as stock splits, as set forth herein) for 20 consecutive Trading Days (the passage “Mandatory Conversion Measuring Period”) and (ii) the daily dollar trading volume for the Corporation’s Common Stock on the Trading Market exceeds $2,000,000 per Trading Day for the Mandatory Conversion Measuring Period and (iii) the Equity Conditions are satisfied on each Trading Day of time or giving of notice could become an Event of Default has not occurredthe Mandatory Conversion Measuring Period, then, until then the Maturity Date, the Borrower will Corporation shall have the option by written notice right to the Holder (“Notice of Mandatory Conversion”) of compelling require the Holder to mandatorily convert all or a any portion of the outstanding Series A Preferred Stock, including any accrued but unpaid dividends and unpaid principal any other amounts payable hereunder with respect thereto, as designated in the Mandatory Conversion Notice on the Mandatory Conversion Date (each as defined below) into fully paid, validly issued and nonassessable shares of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) the Conversion Price as of the Mandatory Conversion Price, Date (as adjusted, then in affect defined below) (a “Mandatory Conversion”). The Corporation may exercise its right to require conversion under this Section by delivering within not more than fifteen (15) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by electronic mail (or by overnight xxxxxxx if the Corporation does not have valid electronic mail address of the Holder) to the Holder (the “Mandatory Conversion Notice” and the date that the Holder received such notice is referred to as the “Mandatory Conversion Notice of Date”). The Mandatory ConversionConversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (I) the Trading Day on which the Mandatory Conversion shall occur, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars the second ($5.002nd) each such trading day and during which twenty (20) trading days, Trading Day following the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (the “Mandatory Conversion Date.” The Notice ”) and (II) the aggregate number of Series A Preferred Stock which the Corporation has elected to be subject to such Mandatory Conversion from the Holder (the “Mandatory Conversion Amount”) pursuant to this Section 3. If the Equity Conditions cease to be satisfied during Mandatory Conversion Measuring Period, then, at the option of the Holder, the Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversionbe deemed withdrawn and void ab initio. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which For clarity, the Holder had delivered a Notice of Conversion shall be entitled to convert the Borrower Series A Preferred Stock at any time and from time during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable Measuring Period pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note3.

Mandatory Conversion. Provided an Event If, at any time after September 1, 2017, (i) the VWAP for Common Stock equals or exceeds two hundred fifty percent (250%) of Default or an event which with the passage Conversion Price (the “Threshold Price”) for twenty (20) 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 time or giving the ten (10) consecutive Trading Days immediately prior to the first (1st) day of notice could become an Event of Default has not occurredthe Threshold Period, then, until then the Maturity Date, the Borrower will Company shall have the option by option, within ten (10) Trading Days after the end of any such Threshold Period, to deliver a written notice to the Holder (a “Notice of Mandatory ConversionConversion Notice”) of compelling to cause the Holder to convert all or convert, pursuant to Section 4(b) hereof, a portion principal amount of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent this Debenture (50%) of the Conversion Price, as adjusted, then in affect (a “Mandatory Conversion”). The , during the thirty (30) Trading Day period after the Holder’s receipt of the Mandatory Conversion Notice (the “Mandatory Conversion Period”), equal to the lesser of Mandatory Conversion, which notice must be given (1) the Holder’s Pro Rata Share of the Dollar Volume Limitation on the first day following twenty date of the Mandatory Conversion Notice and (202) consecutive trading days the entire outstanding principal balance of this Debenture (including, for the avoidance of doubt, any original issue discount) plus all accrued and unpaid interest thereon (such lesser amount, the “Lookback PeriodMandatory Conversion Amount”) ); provided, however, if the Equity Conditions cease to be satisfied at any time during which the closing price Mandatory Conversion Period or the VWAP for the Common Stock as reported by Bloombergon any Trading Day following the last Trading Day of the Threshold Period (including during the Mandatory Conversion Period) is less than the Threshold Price, LP for then the Principal Market Holder shall be greater than Five Dollars ($5.00) each under no further obligation with respect to such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesMandatory Conversion. The date the Notice of Holder shall effect any Mandatory Conversion is given is by delivering one or more Notices of Conversions pursuant to Section 4(b) at any time, and from time to time, during the “applicable Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the Period, for an aggregate principal amount of the Note which is subject equal to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateAmount. Each For the avoidance of doubt, the Company may deliver more than one Mandatory Conversion Date shall be a deemed Conversion Date and Notice during the Borrower will be required to term of this Debenture, provided, that it may not deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of during any Mandatory Conversion Period. For the further avoidance of doubt, nothing in this Section 4(c) shall be deemed to limit the Holder’s right to voluntarily convert all or any portion of this Debenture, at any time, and from time to time, in accordance with Section 4(b), and the Holder may be given only in connection with an submit Notices of Conversion for a principal amount of Common Stock which would not cause a this Debenture in excess of the Mandatory Conversion Amount during any Mandatory Conversion Period. Concurrently with the delivery of any Mandatory Conversion Notice to the Holder hereunder, the Company shall publicly disclose its election to exceed require the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 Mandatory Conversion of this NoteDebenture by means of a Current Report on Form 8-K filed with the Commission.

Mandatory Conversion. Provided an Subject to PFG’s reasonable determination that each of the following terms, conditions and limitations have been met, Borrower may at any time and from time to time upon three (3) Business Days’ notice (a “Mandatory Conversion Notice”) effect a mandatory conversion of a Note (such Borrower-initiated conversion, a “Mandatory Conversion”): (i) No Default or Event of Default or an event which with may have occurred and be continuing at the passage time of time or giving of any notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”; (A) of compelling the Holder to convert all or The Conversion Stock issuable under a portion Mandatory Conversion must be issued without a restrictive legend and be immediately and freely tradable by PFG under Rule 144 of the outstanding Securities Act, and unpaid principal (B) PFG is not then and for the preceding six months has not been subject to compliance with Section 16 of the Exchange Act with respect to the Notes or Conversion Stock; (iii) The Market Price of the common stock on the date of the Mandatory Conversion Notice must be at least fifteen percent (15%) greater than the stated Conversion Price of the Note being converted; provided, that Borrower may reduce the Conversion Price to a price that represents a fifteen percent (15%) discount to the Market Price if necessary to satisfy this condition and accrued interest, thereon, into Common effect a Mandatory Conversion; (iv) The number of shares of Conversion Stock at issuable upon a Mandatory Conversion may not exceed fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the average daily trading volume as reported by Bloomberg L.P. for of Borrower’s Common Stock over the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty ten (2010) trading days preceding the prior to any Borrower Mandatory Conversion Date. Each Notice; (v) Not more than $250,000 in value of Notes may be converted at any one time by Mandatory Conversion Date Conversion; (vi) There shall be a deemed Conversion Date minimum of five (5) trading days between Mandatory Conversions; (vii) Accrued and unpaid interest on a Note to be converted shall be paid in cash on the Borrower will be required to deliver effective date of conversion; (viii) the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner representation and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation warranty set forth in Section 2.3 3.16(h) of this Notethe Agreement is true and correct without regard to the last proviso set forth therein; and (ix) Each Mandatory Conversion Notice shall include the relevant calculations acceptable to Borrower to show that a Mandatory Conversion meets or will at the effective date of conversion meet the foregoing requirements and shall be certified by an executive officer with direct knowledge of the foregoing.

Mandatory Conversion. Provided an Event Commencing after the actual effective date of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until Registration Statement described in Article 3 hereunder that includes the Maturity Dateshares underlying this Note, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty a consecutive ten (2010) consecutive day trading days (“Lookback Period”) period during which the closing price for the Company’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater more than Five Dollars ($5.00) 2.00 each such trading day and during which twenty (20) trading days, the with an average daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 in excess of 150,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note1.2 above.

Mandatory Conversion. Provided an Event of Default or an event which with If at any time from and after the passage of time or giving of notice could become an Event of Default has not occurred, then, until date hereof and for so long as the Maturity DateMandatory Conversion Conditions are satisfied, the Borrower will closing price of the Common Stock on the Principal Market equals or exceeds 135% of the Conversion Price (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for 20 Trading Days in a 30 Trading Day period (the “Mandatory Conversion Measuring Period”), then the Company shall have the option right to require the Holder to mandatorily convert all or any portion of the Note, including any accrued but unpaid interest, as designated in the Mandatory Conversion Notice on the Mandatory Conversion Date (each as defined below) into fully paid, validly issued and nonassessable shares of Common Stock at the Conversion Price as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion). The Company may exercise its right to require conversion under this Section 4(e) by delivering within not more than five (5) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by electronic mail to the Holder (the “Notice of Mandatory Conversion”) of compelling Conversion Notice” and the date that the Holder received such notice is referred to convert all or a portion of as the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory ConversionConversion Notice Date”). The Mandatory Conversion Notice of shall be irrevocable. The Mandatory ConversionConversion Notice shall state (I) the Trading Day on which the Mandatory Conversion shall occur, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars the second ($5.002nd) each such trading day and during which twenty (20) trading days, Trading Day following the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify ”) and (II) the aggregate principal amount of the Note which is the Company has elected to be subject to Mandatory Conversion. such Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce from the amount of Note principal subject to a Notice of Holder (the “Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion Amount”) pursuant to the Borrower during the twenty (20) trading days preceding this Section 4(e). If the Mandatory Conversion Date. Each Conditions cease to be satisfied during Mandatory Conversion Date Measuring Period then, at the option of the Holder, the Mandatory Conversion shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.deemed

Mandatory Conversion. Provided an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default has Default) is not occurredcontinuing or was not extant during the prior twenty business days, then, until then commencing after the Maturity DateActual Effective Date (as defined in Section 11.1(iv) of the Subscription Agreement), the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Fixed Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice Conversion must be given given, if at all, on the first business day following a consecutive twenty (20) consecutive day trading days period (“Mandatory Conversion Lookback Period”) during which the closing bid price for the Borrower’s Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater is more than Five Dollars ($5.00) 0.65 each such trading day during the Mandatory Conversion Lookback Period and during which twenty (20) trading days, the there is a minimum daily trading volume as reported by Bloomberg L.P. for of $75,000 during the Principal Market is greater than 100,000 sharesMandatory Conversion Lookback Period. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in terms and tenure as this Note. The maximum aggregate amount for all Notices of Mandatory Conversion that may be given for each Mandatory Conversion Date may not exceed 25% of the daily trading volume for the seven (7) trading days preceding the Mandatory Conversion Date multiplied by the volume weighted average prices (“VWAP”) as reported by Bloomberg L.P. for the Principal Market for such seven day trading period. A Notice of Mandatory Conversion may not be given unless the Registration Statement (as defined in the Subscription Agreement) has been effective for the unrestricted public resale of the Registrable Securities (as defined in the Subscription Agreement) each day during the Mandatory Conversion Lookback Period. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. The amount of Note principal included in a Mandatory Redemption Notice shall be further reduced to an amount that would not cause the Holder to exceed the limitation described in Section 2.4 of this Note. A further Mandatory Conversion Notice may not be given until twenty (20) trading days have elapsed from the preceding Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 herein.

Mandatory Conversion. Provided an Event If at any time from and after the second (2nd) anniversary of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until Issue Date (the Maturity “Mandatory Conversion Eligibility Date”), the Borrower will Closing Sale Price of the Common Stock for each of twenty (20) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the “Mandatory Conversion Measuring Period”) exceeds 150% of the Initial Conversion Price (as equitably adjusted for any stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events during such period), the Company shall have the option by written notice right to the Holder (“Notice of Mandatory Conversion”) of compelling require the Holder to convert all all, or a portion of the outstanding and unpaid principal of the Note and accrued interestany portion, thereon, into Common Stock at fifty percent (50%) of the Conversion PriceAmount then remaining under this Note as designated in the Mandatory Conversion Notice into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the Conversion Rate as adjusted, then in affect of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”), provided, however, there is on such Mandatory Conversion Date an effective Registration Statement (as defined in Securities Purchase Agreement) covering the shares of Common Stock issuable upon such Mandatory Conversion. The Company may exercise its right to require conversion under this Section 3(d) by delivering to the Holder within not more than three (3) Trading Days following the end of any such Mandatory Conversion Measuring Period a written notice thereof by facsimile or overnight courier (the “Mandatory Conversion Notice” and the date the Holder received such notice is referred to as the “Mandatory Conversion Notice of Date”). The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion, which notice must Trading Day shall be given on the first day following at least twenty (20) consecutive trading days Business Days but not more than sixty (“Lookback Period”60) during which Business Days following the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify ”), (ii) the aggregate principal amount Conversion Amount of the this Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must and (iii) the number of shares of Common Stock to be given proportionately issued to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding on the Mandatory Conversion Date. Each Mandatory All Conversion Date shall be a deemed Conversion Date and Amounts converted by the Borrower will be required to deliver Holder after the Common Stock issuable pursuant to a Mandatory Conversion Notice in Date shall reduce the same manner and time period as described in Conversion Amount of this Note required to be converted on the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount Date. The mechanics of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation conversion set forth in Section 2.3 of this Note3(c) and Section 3(e) shall apply to any Mandatory Conversion as if the Company and the Transfer Agent had received from the Holder a Conversion Notice with respect to the Conversion Amount being converted pursuant to the Mandatory Conversion.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.1 above and the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 3.2 of this Note. A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback Period and through the Mandatory Conversion Date.

Mandatory Conversion. Provided Unless an Event of Default (or an event which that -------------------- with the passage of time or the giving of notice could become an Event of Default (as such term is defined in the Notes)) has occurred and has not occurredbeen timely cured, then, until then commencing after the Maturity Dateeffective date of a registration statement contemplated by Section 11.1 hereof, the Borrower Company will have the option by written notice to the Holder such Subscribers (“"Notice of Mandatory Conversion”") of compelling the Holder such Subscribers to convert part or all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, their Notes into Common Stock Shares at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect effect (“"Mandatory Conversion”"). The Notice of Mandatory ConversionConversion may only be given, which notice must be given if at all, within five (5) business days after the Company has received the net proceeds from an underwritten public offering of the Company's equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the first day following twenty final closing of such public offering (20) consecutive trading days (“Lookback Period”) during which "Mandatory Conversion Conditions" and such public offering being the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares"Qualified Offering"). The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note Notes which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders Subscribers of Notes. The Borrower shall reduce the amount of Note principal subject to a A Notice of Mandatory Conversion by may not be given unless a registration statement (as contemplated in Section 11.1 of this Agreement) is effective for the amount unrestricted public resale of Note Principal and interest the Securities for which the Holder had delivered a Notice each of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion DateDate and through the date the conversion shares are delivered to the Subscriber. The amount of Note principal included in a Notice of Mandatory Conversion shall be reduced to an amount that would not cause a Subscriber to exceed the limitation described in Section 7.3 of this Agreement. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock Shares issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%Section 7.1(b) beneficial ownership limitation set forth in Section 2.3 of this NoteAgreement.

Mandatory Conversion. Provided an Event (i) Subject to the terms and conditions of Default this Section 2, including the Mandatory/Forced Conversion Conditions (as defined below) and the limitations set forth in Section 2(f), in the event that, in any calendar month during the period commencing on April 1, 2019 and ending on June 30, 2020 (the “Mandatory Conversion Period”), (A) each of (I) the arithmetic average of the Volume Weighted Average Prices on the five (5) consecutive Trading Days ending on (and including) the fifteenth (15th) day of such calendar month (or an event which with if such day is not a Trading Day, the passage of time or giving of notice could become an Event of Default has not occurredfirst Trading Day thereafter) (the “Mandatory Conversion Measurement Date”) and (II) the Closing Price on the Mandatory Conversion Measurement Date is greater than the Fixed Conversion Price, thenand (B) the Initial Mandatory Conversion Trigger shall have occurred in such calendar month (together, until the Maturity Date“Mandatory Conversion Conditions”), the Borrower will have shall cause the option by written notice to the Holder conversion into Conversion Shares (a “Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion lesser of (X) {INSERT: THE LENDER’S PRO RATA SHARE OF $1,666,666 and (Y) the then outstanding Principal. (ii) In the event that, in any calendar month during the Mandatory Conversion Period, each of (A) the arithmetic average of the outstanding Volume Weighted Average Prices on the five (5) consecutive Trading Days ending on (and unpaid principal of including the Note third (3rd) Trading Day (the “Initial Mandatory Conversion Measurement Date”) immediately prior to the Mandatory Conversion Measurement Date in such calendar month and accrued interest(B) the Closing Price on the Initial Conversion Measurement Date is greater than the Fixed Conversion Price (together, thereon, into Common Stock at fifty percent (50%) of the an “Initial Mandatory Conversion Price, as adjusted, then in affect (“Mandatory ConversionTrigger”). The Notice of , the Borrower shall send a written notice via electronic mail to the Lender (an “Initial Mandatory ConversionConversion Notice”) at any time between 8:00 a.m. and 4:00 p.m., which notice must be given New York City time on the first day Trading Day following twenty the Initial Mandatory Conversion Measurement Date, certifying that an Initial Mandatory Conversion Trigger has occurred (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloombergwith reasonable supporting information), LP for stating the Principal Market shall amount hereunder to be greater than Five Dollars converted on the Mandatory Conversion Date and stating the number of Conversion Shares to be issued to the Lender ($5.00subject to Section 2(d)(iii) each such trading day and during which twenty the other terms and conditions of this Section 2(d)). For the avoidance of doubt, (20X) trading dayssimultaneously with delivery of an Initial Mandatory Conversion Notice hereunder, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Borrower shall send an Initial Mandatory Conversion is given is Notice under all other First Out Waterfall Notes. Notwithstanding the “delivery of an Initial Mandatory Conversion Date.” The Notice of Notice, a Mandatory Conversion shall specify the aggregate principal amount not be effected unless all of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date Conditions and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation other applicable conditions set forth in this Section 2.3 2 (including the Borrower’s delivery of this Notea Final Mandatory Conversion Notice) are satisfied.

Mandatory Conversion. Provided an Event of Default (or an event which that with the passage of time or the giving of notice could become an Event of Default Default) has not occurred, thenwhether or not such Event of Default has been cured, until then commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“"Notice of Mandatory Conversion”") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note Principal Amount, and accrued interest, thereon, of this Note into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice Conversion must be given on the first day given, if at all, within ten (10) days following any consecutive twenty (20) consecutive day trading days period (“"Lookback Period”") during which the closing bid price for the Borrower's Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater is more than Five Dollars ($5.00) 200% of the Conversion Price each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesLookback Period. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who hold Notes similar in terms and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement has been effective for the unrestricted public resale of the Registrable Securities each day during the Lookback Period and for the three trading days thereafter. Notices of Mandatory Conversion may not be given in connection with the aggregate amount of Common Stock that would exceed 20% of the amount of Common Stock traded on the Principal Market during the Lookback Period as reported by Bloomberg L.P. The Borrower shall reduce the amount of Note principal subject to included in a Notice of Mandatory Conversion by the Notice shall be further reduced to an amount of Note Principal and interest for which that would not cause the Holder had delivered a to exceed the limitation described in Section 2.3 of this Note. A further Mandatory Conversion Notice of Conversion to the Borrower during the may not be given until twenty (20) trading days have elapsed from the preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.1 above.

Mandatory Conversion. Provided an Event If at any time after the eighteen (18) month anniversary of Default the Issuance Date (the “Mandatory Conversion Eligibility Date”), (i) the daily VWAP of the Common Stock is equal to or an event greater than $0.6944 per share (as adjusted for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which with the passage of time or giving of notice could become an Event of Default has not occurredcondition in this clause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), thenand (ii) no Equity Conditions Failure shall have occurred and be continuing, until then the Maturity Date, the Borrower will Company shall have the option by written notice right to the Holder (“Notice of Mandatory Conversion”) of compelling require the Holder to convert all, but not less than all, of this Series 2 Debenture for all or a portion of the then outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent amounts under this Series 2 Debenture in accordance with Section 3 hereof (50%) of the Conversion Price, as adjusted, then in affect (a “Mandatory Conversion”). The Notice Company may exercise its right to require conversion under this Section 8 by delivering (provided that all of Mandatory Conversionthe conditions set forth in clauses (i) and (ii) above are then satisfied), which notice must be given on the first day (1st) Trading Day immediately following twenty the end of the Mandatory Conversion Measuring Period, a written notice thereof (20which may be by e-mail if acceptable to the Trustees) consecutive trading days to the Trustees in the form attached hereto as Exhibit F (the “Lookback PeriodMandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (1) during which state the closing price Trading Day selected for the Common Stock as reported by BloombergMandatory Conversion in accordance with this Section 8, LP for the Principal Market which Trading Day shall be greater at least thirty (30) Trading Days but not more than Five Dollars sixty ($5.0060) each such trading day and during which twenty (20) trading days, Trading Days following the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (the “Mandatory Conversion Date.” The Notice ”), (2) state the number of shares of Common Stock to be issued to the Holders on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 2 Debentures then outstanding. Any portion of Series 2 Debentures converted by a Holder after the Mandatory Conversion Notice Date shall specify reduce the aggregate principal amount of Series 2 Debentures required to be converted on the Note which is subject to Mandatory Conversion Date. If the Company has elected a Mandatory Conversion. , the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Notices must be given proportionately Date a Series 2 Debenture certificate and a duly executed and complete Conversion Notice with respect to all Holders of Notesthe then-remaining amounts under this Series 2 Debenture. The Borrower shall reduce Notwithstanding anything contained in this Section 8 to the amount contrary, if (I) any daily VWAP of Note principal subject to a Notice of the Common Stock is less than the Trigger Price on any day during the period commencing on the Mandatory Conversion by Notice Date and ending on the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days Trading Day immediately preceding the Mandatory Conversion Date. Each ; or (II) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Trustees shall be a deemed Conversion Date null and void ab initio and the Borrower will be required Mandatory Conversion contemplated by such Mandatory Conversion Notice shall not occur. If the Company elects to deliver the Common Stock issuable pursuant to cause a Mandatory Conversion Notice in of this Series 2 Debenture pursuant to this Section 8, then it must simultaneously take the same manner and time period as described in action with respect to all of the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteSeries 2 Debentures then outstanding.

Mandatory Conversion. Provided If the Company completes an Event initial public offering of Default or an event which with its Common Stock, at any time after 180 days after the passage effective date of time or giving the registration statement covering such offering filed under the Securities Act of notice could become an Event of Default has not occurred1933, then, until as amended (the Maturity Date"1933 Act"), the Borrower will have Company has the option by written notice right to require holders of the Holder (“Notice of Mandatory Conversion”) of compelling the Holder Securities to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, their Securities into Common Stock at fifty percent (50%) of the then current Conversion Price, as adjusted, then in affect . Such right may be exercised by the Company only if (“Mandatory Conversion”). The Notice i) the Common Stock has traded for 20 of Mandatory Conversion, which notice must be given on the first day following twenty (20) 30 consecutive trading days (“Lookback Period”) during which on any national securities exchange or on the NASDAQ System at a closing price for equal to or greater than $7.50 per share, and (ii) if the shares of Common Stock issuable upon conversion of the Securities can be resold by the Holders pursuant to Rule 144 adopted under the 1933 Act, or if Rule 144 is not available, the Company has in place an effective registration statement under the 1933 Act covering the resale by the Holders of the Common Stock as reported by Bloomberg, LP for issuable upon conversion of the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesSecurities. The mandatory conversion will be automatically effective as of the date (the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately ") specified in a written notice sent to all Holders of Notesthe Securities regardless of whether the Securities have been surrendered for conversion. The Borrower shall reduce No interest will accrue on, nor will the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding Securities be transferable after the Mandatory Conversion Date. Each Upon mandatory conversion, payment will be made for accrued interest on the Securities to the Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Date. No fractional shares will be required to deliver issued upon conversion but a cash adjustment will be made for any fractional interest as provided in Section 4.3. No adjustment will be made for dividends or distributions on shares of Common Stock issued upon mandatory conversion of the Securities. In the event of mandatory conversion, certificates for the shares of Common Stock issuable pursuant upon the conversion will not be delivered to a Mandatory Conversion Notice in any Holders of the same manner and time period as described in Securities until the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Securities owned by such Holder have been surrendered to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteTrustee.

Mandatory Conversion. Provided Subject to Section 2.4, (a) provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured not less than twenty (20) days prior to the delivery of written notice by Xxxxxxxx as hereinafter described, then, until commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must notice, if given by the Borrower at the Borrower’s sole election, can only be given on the first day following twenty any period of thirty (2030) consecutive trading days Trading Days (“Lookback Period”) during which the closing price Market Price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars two hundred fifty percent ($5.00250%) of the Conversion Price each such trading day Trading Day and during which twenty thirty (2030) trading daysTrading Days, the daily trading average price/volume (i.e. shares traded multiplied by bid price) as reported by Bloomberg L.P. LP for the Principal Market is greater than 100,000 shares$100,000. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback and continues to be so included on the Mandatory Conversion Date. The Notice of Mandatory Conversion shall specify the aggregate principal amount of the this Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal Notes who received Notes similar in term and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Datetenure as this Note. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.2 above.

Mandatory Conversion. Provided an Event of Default or an event which with If at any time from and after the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Issuance Date, (i) the Borrower will VWAP of the Common Stock for ten (10) consecutive Trading Days following the Issuance Date (the "Mandatory Conversion Measuring Period") equals or exceeds $3.94 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the Common Stock after the Subscription Date) (the "Mandatory Conversion Pricing Test") and (ii) no Equity Conditions Failure has occurred during the period from the applicable Mandatory Conversion Notice Date through the applicable Mandatory Conversion Date (each as defined below), the Company shall have the option by written notice right to the Holder (“Notice of Mandatory Conversion”) of compelling require the Holder to convert all or a any portion of the outstanding Conversion Amount then remaining under this Note (the "Mandatory Conversion Amount"), as designated in the Mandatory Conversion Notice on the Mandatory Conversion Date (each as defined below) into fully paid, validly issued and unpaid principal nonassessable shares of Common Stock in accordance with Section 3(a) hereof at the Conversion Rate as of the Note and accrued interest, thereon, into Common Stock at fifty percent Mandatory Conversion Date (50%as defined below) of the Conversion Price, as adjusted, then in affect (“a "Mandatory Conversion”"). The Company may exercise its right to require conversion under this Section 3(c)(v) by delivering within not more than ten (10) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by electronic mail, and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the "Mandatory Conversion Notice" and the date all of the holders of this Note and the Other Notes received such notice is referred to as the "Mandatory Conversion Notice of Date"). The Mandatory ConversionConversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (i) state (a) the Trading Day on which the applicable Mandatory Conversion shall occur, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market Trading Day shall be greater not sooner than Five Dollars the thirtieth ($5.0030th) each such trading day and during which twenty (20) trading days, Trading Day immediately following the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Notice Date (a "Mandatory Conversion Date.” The "), (b) the aggregate Conversion Amount of the Notes which the Company has elected to be subject to Mandatory Conversion from the Holder and all of the holders of the Other Notes pursuant to this Section 3(c)(v) (and analogous provisions under the Other Notes), (c) the number of shares of Common Stock to be issued to the Holder on the applicable Mandatory Conversion Date and (d) certify that the Mandatory Conversion Pricing Test has been satisfied and that there has been no Equity Conditions Failure. If there was no Equity Conditions Failure as of the applicable Mandatory Conversion Notice of Date but an Equity Conditions Failure occurred between the applicable Mandatory Conversion Notice Date and any time through the related Mandatory Conversion Date (a "Mandatory Conversion Interim Period"), the Company shall provide the Holder a subsequent notice to that effect. If an Equity Conditions Failure occurs (that is not waived in writing by the Holder) during such Mandatory Conversion Interim Period, then such Mandatory Conversion shall specify be null and void with respect to all or any part designated by the aggregate principal amount Holder of the Note which is subject to Mandatory Conversion. unconverted Mandatory Conversion Notices must Amount and the Holder shall be given proportionately entitled to all Holders the rights of Notes. The Borrower shall reduce the amount a holder of this Note principal subject with respect to a Notice of such Mandatory Conversion by Amount. On the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each applicable Mandatory Conversion Date the Company shall deliver or shall cause to be a deemed Conversion Date and delivered to the Borrower Holder the number of shares of Common Stock the Holder is entitled to pursuant to Section 3(b) (provided, however, that to the extent that the Holder will be required entitled to deliver the Common Stock issuable pursuant to a receive upon any Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice a number of Mandatory Conversion may be given only in connection with an amount shares of Common Stock which would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to such shares of Common Stock upon a Mandatory Conversion to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Mandatory Conversion (and beneficial ownership) to such extent) and such portion of the shares of Common Stock issuable to the Holder pursuant to such Mandatory Conversion shall be held in abeyance for the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such shares of Common Stock (and any right to receive shares of Common Stock under this Section 3(c)(v) to be held similarly in abeyance) to the same extent as if there had been no such limitation). Notwithstanding anything to the contrary in this Section 3(c)(v), until a Mandatory Conversion has occurred, the Mandatory Conversion Amount subject to such Mandatory Conversion may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3(c)(i). All Conversion Amounts converted by the Holder after a Mandatory Conversion Notice Date shall reduce the Mandatory Conversion Amount of this Note required to be converted on the related Mandatory Conversion Date, unless the Holder otherwise indicates in the applicable Conversion Notice. If the Company elects to cause a Holder Mandatory Conversion pursuant to exceed Section 3(c)(v), then it must simultaneously take the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth same action in Section 2.3 of this Notethe same proportion with respect to the Other Notes.

Mandatory Conversion. Provided an Event (i) On or after the third anniversary of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Funding Date, the Borrower will have the option Holdings may, by written notice to the Holder (a “Notice of Mandatory ConversionConversion Notice”) of compelling the Holder to convert all or a portion Note Agent and to each of the outstanding and unpaid principal of Holders: (A) Cause the Note and accrued interest, thereon, automatic conversion into Common Stock at fifty percent (50%) the then Applicable Conversion Rate, of up to an aggregate principal amount of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each then-outstanding Notes such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify that the aggregate principal amount of Notes outstanding after such conversion is not less than $12,000,000, if the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders Common Stock has, as of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion Trading Day prior to the Borrower during the twenty (20) trading days preceding date the Mandatory Conversion Date. Each Mandatory Notice is given, a 30-Day VWAP of greater than $3.00 per share; (B) Cause the automatic conversion into Common Stock at the then Applicable Conversion Date shall be a deemed Conversion Date and Rate, of up to an aggregate principal amount of the Borrower will be required to deliver then-outstanding Notes such that the aggregate principal amount of Notes outstanding after such conversion is not less than $6,000,000, if the Common Stock issuable pursuant has, as of the Trading Day prior to the date the Mandatory Conversion Notice is given, a 30-Day VWAP of greater than $4.50 per share; and (C) Cause the automatic conversion into Common Stock at the then Applicable Conversion Rate, of up to all of the then-outstanding Notes, if the Common Stock has, as of the Trading Day prior to the date the Mandatory Conversion Notice is given, a 30-Day VWAP of greater than $6.00 per share. All of the stock prices used in the foregoing clauses (A), (B) or (C) shall be subject to proportional adjustment in a manner similar to the adjustment that would be made to the Applicable Conversion Price from the application of Section 10.4(a) to the Applicable Conversion Rate, as determined reasonably by Note Agent. Notwithstanding the foregoing, Holdings may not issue a Mandatory Conversion Notice if (1) another Mandatory Conversion Notice has been given in the same preceding 90 days; (2) Holdings, Xxxxxxx Xxxxxx or any of their respective Controlled Affiliates purchases or takes call equivalent positions (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, the Common Stock (or any derivative securities relating thereto) on the open market during the period when the relevant 30-Day VWAP is measured; or (3) any Default or Event of Default shall have occurred and be continuing. (ii) The conversion of the Notes pursuant to this Section 2.11(b) shall occur on the 20th Trading Day after the date the Mandatory Conversion Notice is given to the Holders. The conversion mechanics of Section 10.3 shall apply to the conversion of the Notes pursuant to this Section 2.11(b), except that the “Conversion Date” shall be the 20th Trading Day after the date the Mandatory Conversion Notice is given to the Holders, and the “Conversion Settlement Date” shall be the third Trading Day after the Conversion Date. Holders of Notes shall surrender their Notes for conversion pursuant to this Section 2.11(b) on the Conversion Date; provided, however, that the surrender of a Note for conversion by the Holder thereof shall not be a condition to the automatic conversion of such Note into Common Stock pursuant to this Section 2.11(b). Notwithstanding anything to the contrary herein, the mandatory conversion of a Note shall not occur, and the Mandatory Conversion Notice shall be deemed revoked automatically with respect to such Note if, as of the Conversion Settlement Date, (1) the shares of Common Stock issuable upon conversion of such Note are not able to be sold under the Registration Statement, and (2) the shares of Common Stock issuable upon conversion of such Note are not otherwise able to be sold under Rule 144 under the Securities Act without limitation as to volume or manner of sale by the holder thereof. The Co-Issuers shall comply with all applicable securities laws in the conversion of Notes pursuant to this Section 2.11(b). (iii) The Mandatory Conversion Notice shall state: (A) The aggregate principal amount of Notes to be converted pursuant to Section 2.11(b); (B) The aggregate principal amount of Notes then outstanding; (C) Which subpart of Section 2.11(b)(i) is being relied upon to entitle Holdings to send out the Mandatory Conversion Notice; (D) Reasonably detailed price and time period as volume information for the Common Stock and calculations demonstrating that the conditions described in the Subscription Agreement. A Notice relevant subpart of Mandatory Section 2.11(b)(i) have been met; (E) If not all of the outstanding Notes are to be converted, that each Holder’s pro rata portion of the Notes it holds will be converted; (F) The date on which the conversion will occur; (G) The Applicable Conversion Rate then in effect; (H) The CUSIP, “ISIN” or other similar number(s), if any, as the case may be, of the Notes being converted; (I) That interest on the Notes to be given only in connection converted shall cease to accrue from and after the Conversion Date; and (J) That the Notes to be converted must be surrendered for conversion on or prior to the Conversion Date. (iv) If Holdings elects to exercise its mandatory conversion right pursuant to this Section 2.11(b) with an respect to less than all of the Notes then outstanding, then the Notes of each Holder to be converted shall be selected on a pro rata basis, based on the proportion of the aggregate outstanding principal amount of Common Stock which would not cause a Notes held by such Holder; provided, however, that the aggregate principal amount of Notes of any Holder to exceed be converted pursuant this Section 2.11(b) shall be rounded down to the 4.99% (or nearest integral multiple of $1,000; and provided further, however, that if increasedas a result of such conversion, 9.99%) beneficial ownership limitation set forth the aggregate principal amount of Notes held by such Holder would be less than $1,000, such Holder’s Notes shall be converted in Section 2.3 of this Notefull.

Mandatory Conversion. Provided Subject to Section 2.4, (a) provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured not less than twenty (20) days prior to the delivery of written notice by Bxxxxxxx as hereinafter described, then, until commencing after the Maturity Actual Effective Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the this Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must notice, if given by the Borrower at the Borrower’s sole election, can only be given on the first day following twenty any period of thirty (2030) consecutive trading days Trading Days (“Lookback Period”) during which the closing price Market Price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars two hundred fifty percent ($5.00250%) of the Conversion Price each such trading day Trading Day and during which twenty thirty (2030) trading daysTrading Days, the daily trading average price/volume (i.e. shares traded multiplied by bid price) as reported by Bloomberg L.P. LP for the Principal Market is greater than 100,000 shares$100,000. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback and continues to be so included on the Mandatory Conversion Date. The Notice of Mandatory Conversion shall specify the aggregate principal amount of the this Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal Notes who received Notes similar in term and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Datetenure as this Note. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note2.2 above.

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until then commencing after the Maturity later of both the Approval Date and Effective Date and ending ten (10) days after the later of the Approval Date and Effective Date, the Borrower Company will have the option by written notice to the Holder Subscriber (“"Notice of Mandatory Conversion”") of compelling the Holder Subscriber to convert all or a portion of the outstanding and unpaid principal of the Note Notes and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“"Mandatory Conversion”"). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “"Mandatory Conversion Date.” " The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. A Notice of Mandatory Conversion may not be given unless the Registration Statement described in Section 11.1 (iv) has been effective for the unrestricted public resale of Shares and Warrant Shares. The Borrower Company shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder Subscriber had delivered a Notice of Conversion to the Borrower Company during the twenty seven (207) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower Company will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 of the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Mandatory Conversion. Provided an Event of Default or an event which with If at any time from and after the passage of time or giving of notice could become an Event of Default has not occurred, then, until date hereof and for so long as the Maturity DateMandatory Conversion Conditions are satisfied, the Borrower will closing price of the Common Stock on the Principal Market equals or exceeds 135% of the Conversion Price (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for 20 Trading Days in a 30 Trading Day period (the “Mandatory Conversion Measuring Period”), then the Company shall have the option right to require the Holder to mandatorily convert all or any portion of the Note, including any accrued but unpaid interest, as designated in the Mandatory Conversion Notice on the Mandatory Conversion Date (each as defined below) into fully paid, validly issued and nonassessable shares of Common Stock at the Conversion Price as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion). The Company may exercise its right to require conversion under this Section 4(e) by delivering within not more than five (5) Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by electronic mail to the Holder (the “Notice of Mandatory Conversion”) of compelling Conversion Notice” and the date that the Holder received such notice is referred to convert all or a portion of as the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory ConversionConversion Notice Date”). The Mandatory Conversion Notice of shall be irrevocable. The Mandatory ConversionConversion Notice shall state (I) the Trading Day on which the Mandatory Conversion shall occur, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars the second ($5.002nd) each such trading day and during which twenty (20) trading days, Trading Day following the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is Notice Date (the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify ”) and (II) the aggregate principal amount of the Note which is the Company has elected to be subject to Mandatory Conversion. such Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce from the amount of Note principal subject to a Notice of Holder (the “Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion Amount”) pursuant to the Borrower during the twenty (20) trading days preceding this Section 4(e). If the Mandatory Conversion Date. Each Conditions cease to be satisfied during Mandatory Conversion Date Measuring Period then, at the option of the Holder, the Mandatory Conversion shall be a deemed withdrawn and void ab initio. For clarity, the Holder shall be entitled to convert the Note at any time and from time to time during the Mandatory Conversion Date and the Borrower will be required to deliver the Common Stock issuable Measuring Period pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note4(a).

Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, unless such Event of Default has been cured not less than twenty (20) days prior to the delivery of written notice by Borrower as hereinafter described, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty thirty (2030) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars two hundred percent ($5.00200%) of the Conversion Price each such trading day and during which twenty thirty (2030) trading days, the daily trading average price/volume (i.e. shares traded multiplied by trade price) as reported by Bloomberg L.P. LP for the Principal Market is greater than 100,000 shares$300,000. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of NotesNotes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription AgreementSection 2.2 above. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 2.4 of this Note. A Notice of Mandatory Conversion may be given only in connection with Common Stock that has been included for resale in an effective Registration Statement during the entire Lookback Period and the Mandatory Conversion Date.

Mandatory Conversion. Provided an Event of Default On any Business Day on or an event which with the passage of time or giving of notice could become an Event of Default has not occurredafter March 6, then, until the Maturity Date2022, the Borrower will have Company has the option by written notice to right (the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice , at its option, to cause all (but not less than all) of Mandatory Conversionthe principal amount of this Note to be automatically converted into shares of Common Stock (or, which notice must be given if the Company has not received the required Stockholder Approval, into shares of Common Stock, cash or a combination thereof) at the Conversion Rate on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which Mandatory Conversion Date, if the closing price for Last Reported Sale Price of the Common Stock as reported by Bloomberghas been at least 130% of the Conversion Price for at least 20 Trading Days (whether or not consecutive), LP for including the Principal Market shall be greater than Five Dollars ($5.00) each such trading day Trading Day immediately preceding the date on which the Company delivers the relevant Mandatory Conversion Notice in accordance with the terms hereof, during any 30 consecutive Trading Day period, ending on, and during which twenty (20) trading daysincluding, the daily trading volume as reported Trading Day immediately preceding the date on which the Company delivers such Mandatory Conversion Notice. To exercise the mandatory conversion right described herein, the Company shall give written notice by Bloomberg L.P. for mail to the Principal Market is greater than 100,000 sharesholder hereof of the Company’s election to mandatorily convert this Note (the “Mandatory Conversion Notice”). The date on which the Notice of Mandatory Conversion is given is effective (the “Mandatory Conversion Date.” The Notice of ”) shall be a date selected by the Company and shall be not less than 50 nor more than 70 Business Days immediately following the date on which the Company delivers the relevant Mandatory Conversion Notice. The Company’s election to mandatorily convert this Note shall specify be irrevocable. In addition to any information required by applicable law or regulation, the aggregate Mandatory Conversion Notice shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) if such Notice is issued following the Company’s receipt of Stockholder Approval, whether the Company will settle Mandatory Conversion of this Note by Physical Settlement, Cash Settlement or Combination Settlement; and (iii) if such Notice is issued following the Company’s receipt of Stockholder Approval and the Company has elected to settle Mandatory Conversion of this Note by Combination Settlement, the Specified Dollar Amount for such Combination Settlement. If the Company elects to mandatorily convert this Note prior to receiving a required Stockholder Approval (or if (x) no such approval is required or (y) the Company elects to mandatorily convert this Note after receiving Stockholder Approval and the Company elects to settle such Mandatory Conversion by Physical Settlement), the principal amount of this Note not previously converted prior to the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must Date shall be given proportionately to all Holders converted into shares of Notes. The Borrower shall reduce Common Stock (and cash in lieu of any fractional share of Common Stock in accordance with the amount of Note principal subject to a Notice of provisions set forth above under “Conversion”) on the Mandatory Conversion by Date, and the amount Company shall deliver shares of Common Stock (and pay cash in lieu of any fractional share of Common Stock in accordance with such conversion provisions), all in accordance with such conversion provisions, as if the holder of this Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding converted this Note on the Mandatory Conversion Date. Each If the Company elects to mandatorily convert this Note after receiving Stockholder Approval and the Company elects to settle such Mandatory Conversion by Cash Settlement or Combination Settlement, any portion of this Note not previously converted prior to the Mandatory Conversion Date shall be converted into cash or a deemed combination of cash and shares of Common Stock (and cash in lieu of any fractional share in accordance with the provisions set forth above under “Conversion”) on the Mandatory Conversion Date Date, and the Borrower will be required to deliver Company shall pay or deliver, as the case may be, cash (in accordance with such conversion provisions) or a combination of cash and shares of Common Stock issuable pursuant to a (in accordance with such conversion provisions) (and cash in lieu of any fractional share in accordance with such conversion provisions), as the case may be, as if the holder of this Note had converted this Note during the period beginning on, and including, the date on which the Company delivers the relevant Mandatory Conversion Notice in the same manner and time period as described in herein, and ending on, but excluding, such Mandatory Conversion Date. The Company shall not have the Subscription Agreementright to elect to mandatorily convert this Note on or after the 50th Business Day immediately preceding the Maturity Date. A Notice Unless the context otherwise requires, any reference to conversion of this Note herein shall be deemed to include any Mandatory Conversion of this Note pursuant to the terms hereof. Unless the context otherwise requires, any express mention of Mandatory Conversion may of this Note in any provision hereof relating to conversion of this Note shall not be given only construed as excluding Mandatory Conversion in connection with an amount those provisions hereof where such express mention is not made. Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under this Note. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock which would not cause a Holder to exceed Stock, the 4.99% (or if increasedDaily VWAPs, 9.99%) beneficial ownership limitation set forth in Section 2.3 the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on this Note and the Conversion Rate of this Note. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on the holder of this Note. The Company shall provide a schedule of its calculations to the holder of this Note, and the holder is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification.

Mandatory Conversion. Provided an Event of Default or an event which (a) Subject to and upon compliance with the passage provisions of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Datethis Article 14, the Borrower will have Company shall convert all outstanding Notes into Common Stock at the option by written notice to the Holder Conversion Rate (a “Notice of Mandatory Conversion”) of compelling upon the Holder earliest to convert all or a portion occur of the outstanding and unpaid principal following (each, a “Mandatory Conversion Event”): (i) the closing or effective date of any bona fide arm’s length issuance by the Company of Common Stock to third parties that are not stockholders of the Note and accrued interest, thereon, into Common Stock at fifty percent Company (50%) or Affiliates of stockholders of the Conversion Price, as adjusted, then in affect Company) for cash with (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20x) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market a total issuance size that is greater than 100,000 shares. The or equal to $100,000,000 and (y) a per-share price greater than or equal to $34.16, before underwriting commissions, placement fees or similar expenses; (ii) the Business Day immediately succeeding the thirty (30) day period beginning on the date on which the Notice Holders of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the at least a majority in aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion Notes then outstanding deliver written notice to the Borrower during Company to convert the twenty Notes; (20iii) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver if the Common Stock issuable pursuant is listed on a U.S. national securities exchange, the first Trading Day on which the average of the Last Reported Sale Prices of the Common Stock over the thirty (30) consecutive Trading Day period ending on such Trading Day is 50% greater than $34.16; (iv) the closing or effective date of any bona fide refinancing of the First Lien Credit Facility after a determination by the Board of Directors in good faith that: (A) such refinancing provides for terms that are materially more favorable to the Company than the terms of the First Lien Credit Facility before such refinancing and (B) the causing of a Mandatory Conversion Notice in is not the same manner and time period as described in primary purpose of such refinancing; (v) the Subscription Agreement. A Notice closing or effective date of any Change of Control Transaction; or (vi) the Maturity Date. (b) Notwithstanding the foregoing, no Mandatory Conversion may shall be given only in connection with an amount effected if a Default or Event of Common Stock which would not cause Default has occurred or is continuing. (c) Neither the Trustee nor the Conversion Agent shall have any duty or responsibility to monitor or determine whether a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteMandatory Conversion Event has occurred.

Mandatory Conversion. Provided an Event (a) Subject to the limitations set forth in Section 9.3 hereof, up to the entire principal amount of Default or an event the Note for which with Conversion Notices have not previously been given by the passage of time or giving of notice could become an Subscriber may be converted at the Company's election ("Mandatory Conversion") provided: (i) no Event of Default has not occurred, then, until occurred or is continuing; (ii) the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion closing price of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty Principal Market for ten (2010) consecutive trading days (“Lookback the "Trading Period”") is greater than 200% of the Maximum Base Price in effect on each trading day during which the closing price for the Common Stock as reported by Bloomberg, LP for Trading Period; (iii) not less than 200,000 Shares have traded on the Principal Market shall on each day during the Trading Period; and (iv) the Company Shares issuable upon conversion of the entire Note principal are included for unrestricted resale in a registration statement effective as of the date notice is given by the Company to the Subscriber of its election to convert the Note pursuant to this Section 9.7 ("Mandatory Conversion Notice") and through the date the Shares issuable upon Mandatory Conversion of the Note are delivered to Subscriber. (b) The Mandatory Conversion Notice must be greater given in the manner described in Section 12(a) below no later than Five Dollars ($5.00) each such the first trading day and during which twenty (20) trading days, following the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 sharesTrading Period. The date the Notice of Mandatory Conversion Notice is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each The Mandatory Conversion Date will be deemed the Conversion Date for purposes of calculating the Conversion Price and Delivery Date. Failure to timely deliver the Shares issuable upon Mandatory Conversion shall be a deemed Conversion Date and an Event of Default under the Borrower will be required to deliver the Common Stock issuable pursuant to a Note. (c) Mandatory Conversion Notice must be sent to all holders of Notes in proportion to their holdings of Note principal on the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this NoteDate.