Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to (a) Not later than three (3) Trading Days after any Optional Conversion Date or the terms and conditions hereofMandatory Conversion Date, one or more of as the Series A1 Preference Shares case may be converted, in part or in whole, into Common Shares, at any time or times after (the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Delivery Date”), the Company or its designated transfer agent, as applicable, shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice issue and shall either deliver to (ai) only if Company is not approved through the Depository Trust Corporation Company (“DTC), issue and surrender to a common carrier for overnight delivery to ”) account on the address Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Holder Optional Conversion Notice, a certificate bearing registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which Holder is then entitled as set forth in the Holder Conversion Noticeshall be entitled, or (bii) if to the Holder, the Conversion Securities as specified in the Mandatory Conversion Notice. Notwithstanding the foregoing, in the alternative, not later than the Delivery Date, the Company is approved through DTCshall deliver to the Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement and/or the related documentation of the Qualified Financing, authorize as the credit by case may be) representing the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitledor Conversion Securities, as set forth the case may be, being acquired upon the conversion of this Note. If in the case of any Optional Conversion such DWAC transfer or certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such Optional Conversion, in which event the Company shall immediately return this Note tendered for Optional Conversion, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. (b) The Company understands that a delay in the delivery of the Conversion Shares or the Conversion Securities beyond the Delivery Date could result in economic loss to the Holder. If the Company fails to deliver to the Holder such shares via DWAC or a certificate or certificates, as applicable, pursuant to this Section 3.3(b) by the Delivery Date, the Makers shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, as the case may be, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested or required to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested or required to be converted for each Trading Day thereafter and (B) $5,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver certificates representing the Conversion Shares or the Conversion Securities (as the case may be) within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw an Optional Conversion Notice, and upon such withdrawal the Makers shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Optional Conversion Notice is withdrawn. (c) In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon an Optional Conversion of this Note on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon an Optional Conversion of this Note which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Makers shall (1) pay in cash to the Holder the amount by which (x) the Holder’s or its designee’s balance account total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon an Optional Conversion of this Note that the Company was required to deliver to the Holder in connection with the DTC Fast Automated Securities Transfer Optional Conversion at issue times (FASTB) Programthe price at which the sell order giving rise to such purchase obligation was executed, through its Deposit/Withdrawal and (2) at Custodian (DWAC) system, time being the option of the essence. b. No fractional Holder, either reinstate the portion of the Note and equivalent number of shares of Common Shares are Stock for which such Optional Conversion was not honored or deliver to be the Holder the number of shares of Common Stock that would have been issued upon conversion of Series A-1 Preference Shareshad the Company timely complied with the Optional Conversion and delivery obligations hereunder. For example, but rather if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted Optional Conversion of shares of Common Stock with an aggregate issuance would result in sale price giving rise to such purchase obligation of $10,000, under clause (1) of the issuance of a fraction of a Common Share, immediately preceding sentence the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares Makers shall be required to deliver pay the original certificates for Holder $1,000. The Holder shall provide the Series A-1 Preference Shares Makers written notice indicating the amounts payable to the Holder in order to effect a conversion hereunder. d. Upon receipt respect of the Common Shares upon conversionBuy-In, together with applicable confirmations and other evidence reasonably requested by the holder Makers. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of Series A-1 Preference Shares agrees, specific performance and/or injunctive relief with respect to any sales the Company’s failure to timely deliver certificates representing shares of such Common Shares, Stock upon conversion of this Note as required pursuant to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayterms hereof.

Mechanics of Conversion. a. Subject to (i) Such right of conversion shall be exercised by the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, Payee by delivery of one or more written notices delivering to the Company a conversion notice in the form attached hereto as Exhibit A (each, a the “Holder Conversion Notice”), appropriately completed and duly signed, and by surrender not later than two (2) Business Days thereafter of this Note. The Conversion Notice shall also contain a statement of the holdername or names (with addresses and tax identification or social security numbers) in which the certificate or certificates for Common Stock shall be issued, if other than the name in which this Note is registered. Promptly after the receipt of the Conversion Notice, the Company shall issue and deliver, or cause to be delivered, to the Payee or such Payee’s election to convert the Series A-1 Preference Shares and stating nominee, a certificate or certificates for the number of shares of Common Stock issuable upon such conversion. Such conversion shall be deemed to which have been effected as of the holder is then entitled. On close of business on the same Trading Day on which date of receipt by the Company has received a of the Conversion Notice by 11:59 a.m. Eastern time, or (the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Conversion Date”), and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the holder or holders of record of such shares of Common Stock as of the close of business on the Conversion Date. If the Payee has not converted the entire amount of this Note pursuant to the Conversion Notice, then the Company shall execute and deliver to the Payee a new Note instrument identical in terms to this Note, but with a principal amount reflecting the unconverted portion of this Note. The new Note instrument shall be delivered subject to the same timing terms as the certificates for the Common Stock. (ii) The Company shall effect such issuance of Common Stock within three (3) trading days following the Conversion Date and shall transmit the certificates by facsimile messenger or electronic mail an acknowledgment reputable overnight delivery service to reach the address designated by such holder within three (3) trading days after the receipt by the Company of confirmation of receipt such Conversion Notice. Provided that the holder complies with all of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery provisions of this Note relating to the address as specified in conversion hereof, if certificates evidencing the Holder Common Stock are not received by the holder (through no fault or negligence of the holder) within five (5) Business Days following the Conversion Date, then the holder will be entitled to revoke and withdraw its Conversion Notice, a certificate bearing registered in the name of the Holder whole or designeein part, for the number of Conversion Shares at any time prior to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that daythose certificates.

Mechanics of Conversion. a. Subject (a) Upon the conversion of the Notes or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser and in such denominations to be specified representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the terms and conditions hereof, one or more transfer agent of the Series A1 Preference Company's Common Stock and that the Conversion Shares may issued will be convertedunlegended, in part free-trading, and freely transferable, and will not contain a legend restricting the resale or in whole, into Common transferability of the Conversion Shares, at any time or times after provided the Issuance Date, at Purchaser has notified the option Company of the holder Purchaser's intention to sell the Conversion Shares and the Conversion Shares are included in an effective registration statement or are otherwise exempt from registration when sold. (b) Purchaser will give notice of Series A-1 Preference Shares or the Company, by delivery of one or more written notices its decision to the Company (each, a “Holder Conversion Notice”), of the holder’s election exercise its right to convert the Series A-1 Preference Shares Notes or part thereof by telecopying or otherwise delivering an executed and stating completed notice of the number of shares to which be converted to the holder is then entitledCompany (the "Notice of Conversion"). On The Purchaser will not be required to surrender the same Trading Day Notes until the Purchaser receives a certificate or certificates, as the case may be, representing the Conversion Shares or until the Note has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to the Company has received in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will or will cause the transfer agent to transmit the Company's Common Stock certificates representing the shares issuable upon conversion of the Notes (and a certificate representing the balance of the Notes not so converted, if requested by Purchaser) to the Purchaser via express courier for receipt by such Purchaser within three business days after receipt by the Company of the Notice by 11:59 a.m. Eastern timeof Conversion (the "Delivery Date"). (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 8 hereof, or the following Trading Day if received after Mandatory Redemption Payment described in Section 8.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as defined in Section 8.2) could result in economic loss to the Purchaser. As compensation to the Purchaser for such time or on a non-Trading Day, (each, a “Notice Date”)loss, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt agrees to pay late payments to the Purchaser for late issuance of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified Shares in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares form required pursuant to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued Section 8 hereof upon conversion of Series A-1 Preference Sharesthe Notes or late payment of the Mandatory Redemption Payment, but rather if the aggregate issuance would result in the issuance amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 Note principal being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Purchaser, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Purchaser will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a fraction notice to such effect to the Company whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a Common Sharerate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company shall round such fraction of to a Common Share up Purchaser and thus refunded to the nearest whole shareCompany. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject (a) Upon the conversion of the Notes or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser and in such denominations to be specified representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the terms and conditions hereof, one or more transfer agent of the Series A1 Preference Company's Common Stock and that the Conversion Shares may issued will be convertedunlegended, in part free-trading, and freely transferable, and will not contain a legend restricting the resale or in whole, into Common transferability of the Conversion Shares, at any time or times after provided the Issuance Date, at Purchaser has notified the option Company of the holder Purchaser's intention to sell the Conversion Shares and the Conversion Shares are included in an effective registration statement or are otherwise exempt from registration when sold. (b) Purchaser will give notice of Series A-1 Preference Shares or the Company, by delivery of one or more written notices its decision to the Company (each, a “Holder Conversion Notice”), of the holder’s election exercise its right to convert the Series A-1 Preference Shares Notes or part thereof by telecopying or otherwise delivering an executed and stating completed notice of the number of shares to which be converted to the holder is then entitledCompany (the "Notice of Conversion"). On The Purchaser will not be required to surrender the same Trading Day Notes until the Purchaser receives a certificate or certificates, as the case may be, representing the Conversion Shares or until the Note has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to the Company has received in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will or will cause the transfer agent to transmit the Company's Common Stock certificates representing the shares issuable upon conversion of the Notes (and a certificate representing the balance of the Notes not so converted, if requested by Purchaser) to the Purchaser via express courier for receipt by such Purchaser within four business days after receipt by the Company of the Notice by 11:59 a.m. Eastern timeof Conversion (the "Delivery Date"). (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 8 hereof, or the following Trading Day if received after Mandatory Redemption Payment described in Section 8.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as defined in Section 8.2) could result in economic loss to the Purchaser. As compensation to the Purchaser for such time or on a non-Trading Day, (each, a “Notice Date”)loss, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt agrees to pay late payments to the Purchaser for late issuance of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified Shares in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares form required pursuant to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued Section 8 hereof upon conversion of Series A-1 Preference Sharesthe Notes or late payment of the Mandatory Redemption Payment, but rather if the aggregate issuance would result in the issuance amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 Note principal being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Purchaser, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Purchaser will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a fraction notice to such effect to the Company whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a Common Sharerate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company shall round such fraction of to a Common Share up Purchaser and thus refunded to the nearest whole shareCompany. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject In order to effect a Conversion, a Holder shall fax or email a copy of the fully executed Notice of Conversion to the terms and conditions hereof, one Corporation (or more in the discretion of the Series A1 Preference Shares may Corporation, the Transfer Agent). Upon receipt by the Corporation of a facsimile or emailed copy of a Notice of Conversion from a Holder, the Corporation (or the Transfer Agent) shall promptly send, via facsimile or email, a confirmation to such Holder stating that the Notice of Conversion has been received, the date upon which the Corporation (or the Transfer Agent) expects to deliver the Common Stock issuable upon such conversion and the name and telephone number of a contact person at the Corporation (or the Transfer Agent) regarding the Holder Conversion. The Holder shall surrender, or cause to be surrendered, the Preferred Stock Certificates being converted, in part duly endorsed, to the Corporation (or in whole, into Common Shares, at any time or times after the Issuance Date, Transfer Agent) at the option address listed above (or the address of the holder Transfer Agent for the Series C Preferred Stock, if the Corporation is not serving as its own Transfer Agent for such Series C Preferred Stock) within three Business Days of delivering the fully executed Notice of Conversion. The Corporation shall not be obligated to issue shares of Common Stock upon a Conversion unless either (x) the Preferred Stock Certificates; or (y) the Lost Certificate Materials described in Section 11 below, have been previously received by the Corporation or its Transfer Agent, unless such shares of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a C Preferred Stock are held in book- entry/non-Trading Day, (each, a “Notice Date”)certificated form. In the event the Holder has lost or misplaced the certificates evidencing the Preferred Stock, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver provide the original certificates for Corporation or the Series A-1 Preference Shares in order Corporation’s Transfer Agent (as applicable) with whatever documentation and fees each may require to effect a conversion hereunderre-issue the Preferred Stock Certificates and shall be required to provide such re-issued Preferred Stock Certificates to the Corporation within three Business Days of delivering the Notice of Conversion (the “Delivery Period”). d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject To convert any Conversion Amount into shares of Common Stock, the Payee (A) shall transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 a.m. on the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Maturity Date, at the option or if earlier, within three days of the holder receiving notice of Series A-1 Preference Shares or an intent to prepay from the Company, by New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”) to the Company and (B) surrender this Note on the same day on which the Conversion Notice is delivered to a nationally recognized overnight delivery of one or more written notices service for delivery to the Company (eachor an indemnification undertaking with respect to this Note in the case of its loss, a “Holder Conversion Notice”), of theft or destruction) (the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day date on which the Conversion Notice and Note referred to in (A) and (B) are received being the “Conversion Date”). On or before the second (2nd) business day following the Conversion Date, the Company has received shall transmit by facsimile an acknowledgment of confirmation of receipt of such Conversion Notice to the Payee and the Company’s transfer agent (the “Transfer Agent”). On or before the tenth (10th) business day following the date of receipt of a Conversion Notice by 11:59 a.m. Eastern time, and this Note (or indemnification undertaking) (the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Share Delivery Date”), the Company shall transmit by facsimile issue and deliver the number of shares of Common Stock to which the Payee shall be entitled. If this Note is physically surrendered for conversion (or electronic mail an acknowledgment indemnification undertaking is delivered) and the outstanding principal, Interest, and/or Lender Fee of confirmation this Note is greater than the principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than ten (10) business days after receipt of the Holder Conversion Notice this Note (or indemnification undertaking) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC)at its own expense, issue and surrender to a common carrier for overnight delivery deliver to the address as specified in Payee (or its designee) (i) a new Note representing the Holder outstanding amount not converted, or (ii) if the Conversion NoticeNotice is received within ten (10) days prior to the Maturity Date, a certificate bearing registered in pay the name of remaining balance due on this Note after deducting the Holder or designee, for the number of Conversion Shares to which Holder is then entitled Amount as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to (a) The “G Conversion Price” shall be $[100% of common stock closing price on the terms and conditions hereof, one or more date of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company agreement]. (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the b) The number of shares to which of Common Stock issuable upon any conversion of a share of G Preferred Stock hereunder shall equal the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit G Stated Value divided by the Company’s transfer agent of such aggregate number of G Conversion Shares to which Holder is then entitledPrice, as set forth adjusted in the Holder Conversion Notice, to Holder’s or its designee’s balance account accordance with the DTC Fast Automated Securities Transfer (FAST) Programprovisions of Section 14, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up rounded to the nearest whole share, on the date (the “Conversion Date”) on which a notice (the “Conversion Notice”) is delivered by a Holder to the Company. The Conversion Notice must be executed by a Holder and indicate the number of shares of G Preferred Stock that the Holder wishes to convert into shares of Common Stock. c. (c) If any fractional interest in a share of Common Stock would, except for the provisions of this subparagraph, be delivered upon any conversion of the Series G Preferred Stock, the Company, in lieu of delivering the fractional share therefor, may pay an amount to the holder thereof equal to the market price of such fractional interest as of the date of conversion. The holder determination as to whether or not to make any cash payment in lieu of the issuance of fractional shares shall be based upon the total number of shares of Series A-1 Preference Shares G Preferred Stock being converted at any one time by the holder thereof, not upon each share of Series G Preferred Stock being converted. (d) Upon conversion of any G Preferred Stock, the Company shall promptly issue or cause to be required issued and cause to deliver be delivered to or upon the original certificates written order of the Series G Holder and in such name or names as the Series G Holder may designate a certificate for the Series A-1 Preference Shares in order to effect a conversion hereundershares of Common Stock issuable upon such conversion. d. Upon receipt (e) If a Series G Holder is converting less than all shares of G Preferred Stock represented by the Common Shares upon certificate or certificates delivered by such Series G Holder to the Company in connection with such conversion, or if such conversion cannot be effected in full for any reason, the holder Company shall promptly deliver to such Series G Holder a new certificate representing the number of Series A-1 Preference Shares agrees, with respect to any sales shares of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayG Preferred Stock not converted.

Mechanics of Conversion. a. Subject (i) In order to the terms and conditions hereofconvert shares of Series A Preferred Stock into shares of Common Stock in accordance with this Section 5, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder shall (A) in the event of Series A-1 Preference Shares a conversion pursuant to Subsection 5(a)(i)(B) or the CompanySubsection 5(b) (an “Elective Conversion”), by delivery of one or more provide written notices notice to the Company that such holder elects to convert all or any number of the shares represented by such certificate or certificates and the date of conversion which notice, if notice is provided after , 2013, must be received by the Company at least sixty (each, a 60) days prior to the date selected by the holder for conversion (the “Holder Conversion Notice”), (B) surrender the certificate or certificates for such shares of Series A Preferred Stock at the office of the transfer agent (or at the principal office of the Company if the Company serves as its own transfer agent), and (C) state in writing such holder’s election name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to convert be issued. If required by the Series A-1 Preference Shares Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or his or its attorney duly authorized in writing. The conversion date shall be the date for conversion specified in the Conversion Notice in the case of an Elective Conversion or in any other case on the date of receipt of such certificates by the transfer agent or the Company following the occurrence of the event (other than an Elective Conversion) giving rise to conversion. The Company shall, as soon as practicable after the conversion date, issue and stating deliver at such office to such holder, or to his nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share and, except as provided in Section 2(c), cash in the holder is then entitled. On amount of any Accrued Dividends (through the same Trading Day on date one day prior to the date the shares of Series A Preferred Stock were converted) payable in respect of the shares of Series A Preferred Stock converted pursuant to this Section 5. (ii) The Company shall at all times during which the Company has received a Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock (including any Accrued Dividends). Before taking any action which would cause an adjustment reducing the Conversion Notice by 11:59 a.m. Eastern time, or Price below the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”)then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (iii) All shares of Series A Preferred Stock which shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate on the applicable conversion date, except only the right of the Holder Conversion Notice holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and shall either (a) only if not be reissued, and the Company is not approved through the Depository Trust Corporation (DTC), issue and surrender may from time to a common carrier for overnight delivery time take such appropriate action as may be necessary to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for reduce the number of Conversion Shares shares of authorized Series A Preferred Stock accordingly. (iv) If the conversion is in connection with an underwritten offer of securities registered pursuant to which Holder is then entitled as set forth in the Holder Conversion NoticeAct, or (b) if the Company is approved through DTC, authorize conversion may at the credit by option of any holder tendering Series A Preferred Stock for conversion be conditioned upon the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account closing with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being underwriter of the essence. b. No fractional sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Shares are to be issued Stock issuable upon such conversion of the Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company A Preferred Stock shall round not be deemed to have converted such fraction of a Common Share up Series A Preferred Stock until immediately prior to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt closing of the Common Shares upon conversion, the holder sale of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that daysecurities.

Mechanics of Conversion. a. Subject (i) The Conversion Right of a Holder of Series B Preferred Stock shall be exercised by the Holder by the surrender to the terms Corporation of the certificates representing the shares of Series B Preferred Stock to be converted at any time during usual business hours at the Corporation’s principal place of business or the offices of the Transfer Agent, accompanied by written notice to the Corporation that the Holder elects to convert all or a portion of the shares of Series B Preferred Stock represented by such certificates (a “Conversion Notice”) and conditions hereofspecifying the name or names (with address or addresses) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation or the Transfer Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation or the Transfer Agent duly executed by the Holder or its legal representative. (ii) As promptly as practicable after the surrender of the certificate or certificates for the Series B Preferred Stock pursuant to Section 6(b)(i), the receipt of the Conversion Notice, and the payment of required taxes or duties pursuant to Section 12(i), if applicable, and in no event later than three Trading Days thereafter, the Corporation shall issue and shall deliver or cause to be issued and delivered to such Holder, or to such other Person on such Holder’s written order (A) one or more certificates representing the number of validly issued, fully paid and non-assessable whole shares of Common Stock to which the Holder of the Series A1 Preference Shares may be B Preferred Stock being converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the CompanyHolder’s transferee, by delivery of one or more written notices to shall be entitled, (B) if less than the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the full number of shares to which of Preferred Stock evidenced by the holder surrendered certificates is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (eachbeing converted, a “Notice Date”)new certificate or certificates, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designeelike tenor, for the number of shares of Series B Preferred Stock evidenced by the surrendered certificate or certificates, less the number of shares being converted and (C) cash for any fractional interest in respect of a share of Common Stock arising upon such conversion settled as provided in Section 6(a)(ii). (iii) The conversion of any share of Series B Preferred Stock shall be deemed to have been made at the close of business on the date of the later to occur of giving the Conversion Shares Notice and of surrendering the certificate representing the share of Series B Preferred Stock to which Holder is then entitled as set forth in be converted so that the rights of the Holder thereof as to the share of Series B Preferred Stock being converted shall cease and the Person entitled to receive shares of Common Stock shall be treated for all purposes as having become the record holder of those shares of Common Stock at that time (the “Conversion NoticeDate”); provided, however, if on the date of the later to occur of giving such Conversion Notice and of surrendering the certificate representing such share of Series B Preferred Stock to be converted there is a not a sufficient number of authorized and unissued (or (bissued and included in treasury) if and otherwise unreserved shares of Common Stock to convert such share of Series B Preferred Stock into shares of Common Stock, the Company is approved through DTC, authorize the credit by the Company’s transfer agent “Conversion Date” of such aggregate share of Series B Preferred Stock shall be the close of business on the date on which there is a sufficient number of Conversion Shares to authorized and unissued (or issued and included in treasury) and otherwise unreserved shares of Common Stock into which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being such share of the essence. b. No fractional Common Shares are Series B Preferred Stock sought to be issued upon conversion of Series A-1 Preference Shares, but rather if converted may convert. Until the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, Conversion Date with respect to any sales share of Series B Preferred Stock, such Common Shares, share of Series B Preferred Stock will remain outstanding and will be entitled to limit its aggregate trading on any single Trading Day to 20% all of the daily trading volume for powers, designations, preferences and other rights provided herein, including, without limitation, that daysuch share (x) may be redeemed pursuant to Section 7 or Section 8 and, if not so redeemed, (y) shall (i) accrue and accumulate Series B Preferred Dividends and participate in Participating Dividends pursuant to Section 4 and (ii) entitle the Holder thereof to the voting rights provided in Section 11; provided, however, any such shares that are redeemed pursuant to Section 7 or Section 8 shall not be entitled to be converted.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one All or more any portion of the Series A1 Preference Shares Face Amount of the Debenture may be converted, in part or in whole, into shares of Common SharesStock, at any time or times at least 180 days after the Issuance Date, at in the option sole and absolute discretion of the holder of Series A-1 Preference Shares or the CompanyHolder, by delivery of one or more written notices to the Company Corporation or its transfer agent (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert any or all of the Series A-1 Preference Shares Debenture. b. Each Delivery Notice will set forth the amount of Face Value of Debenture being converted, the Liquidation Value and stating the minimum number of shares to which Conversion Shares due as of the holder time the Delivery Notice is then entitled. On given (the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice DateTime”), and the Company shall calculation thereof. c. Upon receiving a Delivery Notice, the Corporation will immediately do all of the following: (i) transmit the Delivery Notice by facsimile or electronic mail an acknowledgment of confirmation of receipt of to the Holder Conversion Corporation’s transfer agent (the “Transfer Agent”), copying Holder, with instructions to immediately comply with the Delivery Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for deliver the number of Conversion Shares to which Holder stated in the Delivery Notice forthwith; (ii) either (A) if the Corporation is then entitled as approved through The Depository Trust Corporation (“DTC”), authorize and instruct the credit by the Transfer Agent of the number of Conversion Shares set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Delivery Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being or (B) only if the Corporation is not approved through DTC, issue and surrender to a common carrier for overnight delivery to the address as specified in the Delivery Notice a certificate bearing no restrictive legend, registered in the name of Holder or its designee, for the number of Conversion Shares set forth in the Delivery Notice; and (iii) if it contends that the Delivery Notice is in any way incorrect, so notify Holder and provide a thorough written explanation and its own calculation, or the Delivery Notice and the calculations therein will conclusively be deemed correct for all purposes. The Corporation will at all times diligently take or cause to be taken all actions necessary to cause the Conversion Shares to be issued forthwith. d. If during or at the end of the essenceMeasurement Period the Holder is entitled to receive additional Conversion Shares with regard to an Initial Notice, Holder may at any time deliver one or more additional written notices to the Corporation or its transfer agent (each, an “Additional Notice” and with the Initial Notice, each a “Delivery Notice”) setting forth the additional number of Conversion Shares to be delivered, and the calculation thereof. b. No e. If the Corporation for any reason does not issue or cause to be issued to the Holder within 3 Trading Days after the date of a Delivery Notice, the number of Conversion Shares stated in the Delivery Notice, then, in addition to all other remedies available to the Holder, as liquidated damages and not as a penalty, the Corporation will pay in cash to the Holder on each day after such 3rd Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Stock between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt of Conversion Shares by Holder. It is intended that the foregoing will serve to reasonably compensate Holder for any delay in delivery of Conversion Shares, and not as punishment for any breach by the Corporation. The Corporation acknowledges that the actual damages likely to result from delay in delivery are difficult to estimate and would be difficult for Holder to prove. f. Notwithstanding any other provision: all of the requirements of Section I.F and this Section I.G are each independent covenants; the Corporation’s obligations to issue and deliver Conversion Shares upon any Delivery Notice are absolute, unconditional and irrevocable; any breach or alleged breach of any representation or agreement, or any violation or alleged violation of any law or regulation, by any party or any other person will not excuse full and timely performance of any of the Corporation’s obligations under these sections; and under no circumstances may the Corporation seek or obtain any temporary, interim or preliminary injunctive or equitable relief to prevent or interfere with any issuance of Conversion Shares to Holder. x. Xxxxxxx acknowledges and agrees that monetary damages would be difficult to quantify and prove, and that Holder would not have an adequate remedy at law for any failure to fully perform under this Section G. If for any reason whatsoever Holder does not timely receive the number of Conversion Shares stated in any Delivery Notice, Holder will be entitled to a compulsory remedy of immediate specific performance, temporary, interim and, preliminary and final injunctive relief requiring Corporation and its transfer agent, attorneys, officers and directors to immediately issue and deliver the number of Conversion Shares stated by Holder, which requirement will not be stayed for any reason, without the necessity of posting any bond, and which Corporation may not seek to stay or appeal. x. Xx fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference Sharesthis Debenture, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall Corporation will round such fraction of a Common Share up to the nearest whole full share. c. . The holder of Series A-1 Preference Shares shall Holder will not be required to deliver the original certificates for the Series A-1 Preference Shares of this Debenture in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, . The Corporation will pay any and all taxes which may be payable with respect to the issuance and delivery of any sales of such Common Conversion Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holder’s Holder's election to convert the Series A-1 Preference Shares A Preferred Stock, or (ii) if at the option of the Corporation, if both the Equity Conditions and stating the number conditions set forth in Section G.3. below are met, delivery of shares a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation's election to convert the Series A Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation's transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s 's or its designee’s 's balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to the issuance and delivery of Conversion Shares to Holder. e. Upon any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% conversion of the daily trading volume for that daySeries A Preferred Stock (and subject to the provisions of Section I.C.1 above), the Corporation will pay to Holder an amount per share equal to (without duplication): (i) the Make-Whole Amount (if any), plus (ii) any accrued but unpaid Dividends.

Mechanics of Conversion. a. Subject (i) Any Series E Preferred Stockholder that exercises its right to convert its shares of Series E Preferred Stock into Common Stock shall deliver the Preferred Certificate, duly endorsed or assigned in blank to the terms and conditions hereofCorporation, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Dateduring regular business hours, at the option office of the transfer agent of the Corporation, if any, at the principal place of business of the Corporation or at such other place as may be designated by the Corporation. (ii) Each Preferred Certificate shall be accompanied by written notice stating that such holder elects to convert such shares and stating the name or names (with 59. address) in which the Common Certificate(s) are to be issued. Such conversion shall be deemed to have been effected on the date when the aforesaid delivery is made. (iii) As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such holder, at the place designated by such holder, the Common Certificate(s) for the number of full shares of Common Stock to which such holder is entitled and a cash payment for any fractional interest in a share of Common Stock, as provided in Section E.7(c) hereof, and for any accrued but unpaid cumulative dividends and any declared but unpaid dividends, payable with respect to the converted shares of Series E Preferred Stock, up to and including the Conversion Date or the Closing Date, as the case may be. (iv) The person in whose name each Common Certificate is to be issued shall be deemed to have become a stockholder of record of Common Stock on the Conversion Date or the Closing Date, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a stockholder of record on the next succeeding date on which the transfer books are open; provided, that the Series E Preferred Conversion Price shall be that in effect on the Conversion Date or the Closing Date, as the case may be. (v) Upon conversion of only a portion of the shares of Series E Preferred Stock covered by a Preferred Certificate, the Corporation, at its own expense, shall issue and deliver to or upon the written order of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (eachsuch Preferred Certificate, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating new certificate representing the number of unconverted shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if E Preferred Stock from the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole sharePreferred Certificate so surrendered. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to The conversion of this Note shall be conducted in the terms and conditions hereof, one or more following manner: Holder’s Conversion Requirements. To convert this Note into shares of Common Stock on any date set forth in the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, Holder (each, a the “Notice Conversion Date”), the Company Holder hereof shall transmit by email, facsimile or electronic mail an acknowledgment otherwise deliver, for receipt on or prior to 11:59 p.m., Eastern Time, on such date or on the next business day, a copy of a fully executed notice of conversion in the form attached hereto as Exhibit 1 to the Company. Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, send, via email, facsimile or overnight courier, a confirmation of receipt of the Holder such Conversion Notice to such Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within two (2) Business Days after the date the Conversion Notice is delivered, the Company shall have issued and shall either electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, it shall, within two (a2) only if Company is not approved through Business Days after the Depository Trust Corporation (DTC)date the Conversion was delivered, issue and surrender have surrendered to a common carrier FedEx for overnight delivery the next day to the address as specified in the Holder Conversion Notice, a certificate bearing certificate, registered in the name of the Holder or designeeHolder, for the number of Conversion Shares shares of Common Stock to which Holder is then entitled as set forth in the Holder Conversion Notice, shall be entitled. Record Holder. The person or (b) if persons entitled to receive the Company is approved through DTC, authorize shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the credit by the Company’s transfer agent record holder or holders of such aggregate number shares of Common Stock on the Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essenceDate. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject (a) Upon the conversion of the Notes or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser and in such denominations to be specified representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the terms and conditions hereof, one or more transfer agent of the Series A1 Preference Company's Common Stock and that the Conversion Shares may issued will be convertedunlegended, in part free-trading, and freely transferable, and will not contain a legend restricting the resale or in whole, into Common transferability of the Conversion Shares, at any time or times after provided the Issuance Date, at Purchaser has notified the option Company of the holder of Series A-1 Preference Purchaser's intention to sell the Conversion Shares and the Conversion Shares are included in an effective registration statement or are otherwise exempt from registration when sold; provided further, that if prior to the Companytime the Conversion Shares have been sold, by delivery of one or more written notices the registration statement shall no longer be effective, the Purchaser shall return the Conversion Shares to the Company for the placement of a legend. (each, a “Holder Conversion Notice”), b) Purchaser will give notice of the holder’s election its decision to exercise its right to convert the Series A-1 Preference Shares Notes or part thereof by telecopying or otherwise delivering an executed and stating completed notice of the number of shares to which be converted to the holder is then entitledCompany (the "Notice of Conversion"). On The Purchaser will not be required to surrender the same Trading Day Notes until the Purchaser receives a certificate or certificates, as the case may be, representing the Conversion Shares or until the Note has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to the Company has received in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will or will cause the transfer agent to transmit the Company's Common Stock certificates representing the shares issuable upon conversion of the Notes (and a certificate representing the balance of the Notes not so converted, if requested by Purchaser) to the Purchaser via express courier for receipt by such Purchaser within three trading days after receipt by the Company of the Notice by 11:59 a.m. Eastern timeof Conversion (the "Delivery Date"). (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 8 hereof, or the following Trading Day if received after Mandatory Redemption Payment described in Section 8.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as defined in Section 8.2) could result in economic loss to the Purchaser. As compensation to the Purchaser for such time or on a non-Trading Day, (each, a “Notice Date”)loss, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt agrees to pay late payments to the Purchaser for late issuance of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified Shares in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares form required pursuant to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued Section 8 hereof upon conversion of Series A-1 Preference Sharesthe Notes or late payment of the Mandatory Redemption Payment, but rather if the aggregate issuance would result in the issuance amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 Note principal being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Purchaser, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Purchaser will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a fraction notice to such effect to the Company whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a Common Sharerate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company shall round such fraction of to a Common Share up Purchaser and thus refunded to the nearest whole shareCompany. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times after (but not on or before) the Issuance Datesix-month anniversary of the issuance date of such Series A Preferred Stock, at the sole option of the holder of Series A-1 Preference Shares or the CompanyCorporation in its absolute discretion, by delivery of one or more a written notices notice to the Company Holder (each, each a “Holder Conversion Notice”), of the holderCorporation’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitledA Preferred Stock. On the same Trading Day on which the Company Corporation has received a issued the Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt issuance of the Holder Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the immediate credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No Notwithstanding any other provision: (i) no fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, full share; (ii) the Company Holder shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt ; (iii) the delivery of a Conversion Notice and the Common issuance and delivery of Conversion Shares upon conversionto Holder shall be subject to the Equity Conditions, and (iv) the holder of Series A-1 Preference Shares agrees, Corporation shall pay any taxes which may be payable with respect to any sales the issuance and delivery of such Common SharesConversion Shares to Holder, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayother than Holder’s income or capital gains taxes.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more Within two (2) Trading Days of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Conversion Date, at if the option of the holder shares of Series A-1 Preference Shares Preferred Stock are held in book entry form, or the Companyupon such Holder’s surrender of certificated shares of Series A-1 Preferred Stock (or, by delivery of one if such registered Holder alleges that such certificate has been lost, stolen or more written notices destroyed, a lost certificate affidavit and an indemnity or security reasonably acceptable to the Company (each, a “Holder Conversion Notice”), Corporation or its transfer agent to indemnify the Corporation or its transfer agent against any claim that may be made against the Corporation or its transfer agent on account of the holder’s election to convert the Series A-1 Preference Shares and stating the number alleged loss, theft or destruction of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”certificate), the Company Corporation shall transmit by facsimile deliver, or electronic mail an acknowledgment of confirmation of receipt of the cause to be delivered, to each Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in issuable upon conversion of such Holder’s Series A-1 Preferred Stock; provided that, any failure by the Holder to return certificated shares of Series A-1 Preferred Stock, if any, will have no effect on the mandatory conversion pursuant to Section 6(a), which conversion will be deemed to occur on the Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit Date. The Conversion Shares issuable hereunder shall be transmitted by the CompanyCorporation’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to by crediting the account of the Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer Depository Trust Company (FAST“DTC”) Program, through its Deposit/Deposit or Withdrawal at Custodian system (DWAC) if the Corporation is then a participant in such system, time being or shall otherwise be issued in book entry form by the Corporation’s transfer agent; provided that, if requested by a Holder, the Corporation shall issue a physical certificate registered in the name of the essence. b. No fractional Common Shares are Holder or its designee in lieu of issuance in book entry form. The Corporation agrees to be issued upon conversion maintain a transfer agent that is a participant in the DTC’s FAST program so long as any shares of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up Preferred Stock remain outstanding. All rights with respect to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order Preferred Stock converted pursuant to effect Section 6(a), including the rights, if any, to receive notices and vote (other than as a conversion hereunder. d. Upon receipt holder of Common Stock), will terminate at the Conversion Date (notwithstanding the failure of the Common Shares upon conversionHolder or Holders to surrender the certificates, if any, at or prior to such time), except only for the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% rights of the daily trading volume for that dayHolders to receive the Conversion Shares.

Mechanics of Conversion. a. Subject to Delivery of Certificate or Electronic Issuance Upon Conversion. Not later than two (2) Trading Days after the terms and conditions hereofapplicable Conversion Date, one or more if the Holder holds shares of Series C Preferred Stock in certificated form, two (2) Trading Days after receipt by the Corporation of the original certificate(s) representing such shares of Series A1 Preference Shares may be C Preferred Stock being converted, in part or in wholeduly endorsed, into Common Shares, at any time or times after and the Issuance Date, at accompanying Notice of Conversion (the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Share Delivery Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only issue in book-entry form or, if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Noticerequested by any Holder, a physical certificate bearing registered in the name of the Holder or designeecertificates, for the number of Conversion Shares being acquired upon the conversion of shares of Series C Preferred Stock, and deliver, or cause to which be delivered, to the converting Holder is then entitled as set forth in the Holder Conversion Noticea book-entry notation or such physical certificate or certificates evidencing such shares, or (b) in the case of a DWAC Delivery (if so requested by the Company is approved Holder to the extent permitted by Section 6(a) hereof), electronically transfer such Conversion Shares by crediting the DTC participant account nominated by the Holder through DTC’s DWAC system. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by or, authorize in the credit case of a book-entry issuance or DWAC Delivery, such shares are not electronically delivered to or as directed by, the applicable Holder by the Company’s transfer agent Share Delivery Date, the applicable Holder shall be entitled to elect to rescind such Conversion Notice by written notice to the Corporation at any time on or before its receipt of such aggregate number of certificate or certificates for Conversion Shares to which Holder is then entitledor electronic receipt of such shares, as set forth applicable, in which event the Corporation shall promptly return to such Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of any original Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.C Preferred

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares C Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more written notices to the Company Corporation (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares C Preferred Stock, or of additional shares of Common Stock then due with regard to a prior conversion, and stating the number of shares to which the holder Holder is then entitled, or (ii) if at the option of the Corporation, if the Equity Conditions are met, delivery of written notice to Holder (each, a “Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series C Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”),, the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company Corporation is not approved through the The Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, Notice a certificate bearing no restrictive legend, registered in the name of the Holder or its designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if provided the Company Corporation is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. If the Corporation shall fail, for any reason, to issue or cause to be issued to the Holder within 3 Trading Days after receipt of the applicable Conversion Notice, the number of Conversion Shares to which the Holder is entitled as stated in the Conversion Notice, then, in addition to all other remedies available to the Holder, the Corporation shall pay in cash to the Holder on each day after such 3rd Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Stock between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt by Holder. c. The requirements of this Section I.G are an independent covenant, and any breach or alleged breach of any provision of any agreement by any party shall not excuse fully and timely performance of Company’s obligations under this section. d. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesC Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. e. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares C Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, f. The Corporation shall pay any and all taxes which may be payable with respect to the issuance and delivery of any sales of such Common Conversion Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject To effectuate a Conversion pursuant to this Section 2, the Holder shall transmit by hand, facsimile or email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time on such date, a copy of a fully completed executed notice of conversion in the form attached hereto as Annex 1 (the “Conversion Notice”) to the terms Company. The date of any Conversion shall be deemed the date a Conversion Notice is deemed given pursuant to Section 13.8 hereof (the “Conversion Date”). If, but only if, all Principal and conditions hereof, one or more of accrued but unpaid Interest and all other amounts owed to the Series A1 Preference Shares may be converted, in part or in whole, Holder under this Note and the other Transaction Documents is being converted into Common Conversion Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices a Holder shall deliver to the Company (eachthis Note, a “Holder Conversion Notice”), of the holder’s election but in no other event shall this Note be required to convert the Series A-1 Preference Shares and stating the number of shares be delivered to which the holder is then entitled. On the same Trading Day on which the Company has received to effectuate a Conversion. The calculations and entries set forth on a Conversion Notice by 11:59 a.m. Eastern time, shall control in the absence of manifest or mathematical error. On or before the following third (3rd) Trading Day if received after such time or on a non-Trading Day, following the Conversion Date (each, a the “Notice Share Delivery Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (ax) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery deliver to the address as specified in the Holder Conversion Notice, a certificate bearing certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Noticeholder shall be entitled, or (by) if the Company is approved through DTC, authorize the credit by provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, shall be entitled to the Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Deposit Withdrawal at Custodian (DWAC) Agent Commission system. If a Holder elects to deliver this Note, time and the entire Principal, all accrued but unpaid Interest and all other amounts owed under this Note and the other Transaction Documents is not being converted, then the Company shall, as soon as practicable after receipt of the essence. b. No fractional Common Shares are Note (but in no event later than five (5) Trading Days), cause to be issued and delivered to the Holder a new Note representing the remaining amount of Principal on the Note not converted. The person or persons entitled to receive the Conversion Shares issuable upon conversion a Conversion shall be treated for all purposes as the record holder or holders of Series A-1 Preference such Conversion Shares on the date such Conversion Shares are issued. Each Note shall be converted into such number of Conversion Shares, but rather if the aggregate issuance would result as provided in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole sharethis Section 2. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. (i) Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares C Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times on or after (but not before) the Issuance Datesix-month anniversary of the issuance date of such Series C Preferred Stock, at the option of the holder of Series A-1 Preference Shares Holder or the Company, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Company, in the form attached hereto as Exhibit A-1 (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating C Preferred Stock, or (ii) if at the number option of shares the Company, delivery of a written notice to which Holder, in the holder is then entitledform attached hereto as Exhibit A-2 (the “Company Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Company’s election to convert the Series C Preferred Stock. On the same Trading Day on which the Company has received a the Holder Conversion Notice or issued the Company Conversion Notice (as the case may be) by 11:59 10:30 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Company Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Company (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. (ii) No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesC Preferred Stock, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the surrender of such fraction of scrip or warrants aggregating a Common Share up to the nearest whole full share. c. (iii) The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares C Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, (iv) The Company shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject (a) In order to the terms and conditions hereofconvert shares of Series A Preferred Stock into shares of Common Stock in accordance with this Section 5, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder shall (A) in the event of Series A-1 Preference Shares a conversion pursuant to Subsection 5(a)(i)(B) or the CompanySubsection 5(b) (an “Elective Conversion”), by delivery of one or more provide written notices notice to the Company that such holder elects to convert all or any number of the shares represented by such certificate or certificates and the date of conversion which notice, if notice is provided after _____, 2013, must be received by the Company at least sixty (each, a 60) days prior to the date selected by the holder for conversion (the “Holder Conversion Notice”), (B) surrender the certificate or certificates for such shares of Series A Preferred Stock at the office of the transfer agent (or at the principal office of the Company if the Company serves as its own transfer agent), and (C) state in writing such holder’s election name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to convert be issued. If required by the Series A-1 Preference Shares Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or his or its attorney duly authorized in writing. The conversion date shall be the date for conversion specified in the Conversion Notice in the case of an Elective Conversion or in any other case on the date of receipt of such certificates by the transfer agent or the Company following the occurrence of the event (other than an Elective Conversion) giving rise to conversion. The Company shall, as soon as practicable after the conversion date, issue and stating deliver at such office to such holder, or to his nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share and, except as provided in Section 2(c), cash in the holder is then entitled. On amount of any Accrued Dividends (through the same Trading Day on date one day prior to the date the shares of Series A Preferred Stock were converted) payable in respect of the shares of Series A Preferred Stock converted pursuant to this Section 5. (b) The Company shall at all times during which the Company has received a Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock (including any Accrued Dividends). Before taking any action which would cause an adjustment reducing the Conversion Notice by 11:59 a.m. Eastern time, or Price below the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”)then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (c) All shares of Series A Preferred Stock which shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate on the applicable conversion date, except only the right of the Holder Conversion Notice holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and shall either (a) only if not be reissued, and the Company is not approved through the Depository Trust Corporation (DTC), issue and surrender may from time to a common carrier for overnight delivery time take such appropriate action as may be necessary to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for reduce the number of Conversion Shares shares of authorized Series A Preferred Stock accordingly. (d) If the conversion is in connection with an underwritten offer of securities registered pursuant to which Holder is then entitled as set forth in the Holder Conversion NoticeAct, or (b) if the Company is approved through DTC, authorize conversion may at the credit by option of any holder tendering Series A Preferred Stock for conversion be conditioned upon the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account closing with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being underwriter of the essence. b. No fractional sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Shares are to be issued Stock issuable upon such conversion of the Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company A Preferred Stock shall round not be deemed to have converted such fraction of a Common Share up Series A Preferred Stock until immediately prior to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt closing of the Common Shares upon conversion, the holder sale of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that daysecurities.

Mechanics of Conversion. a. Subject In order to convert shares of Series F Preferred Stock, the holder thereof shall surrender the certificate or certificates representing the shares of Series F Preferred Stock to be converted at the office of the Company or the office of any transfer agent for the Series F Preferred Stock, which certificate or certificates shall be duly endorsed to the terms and conditions hereofCompany in blank (or accompanied by duly executed instruments of transfer to the Company in blank) with signatures guaranteed (such endorsements or instruments of transfer to be in form satisfactory to the Company), one or more together with a written notice to the Company at said office of the election to convert the same, specifying the number of shares of Series A1 Preference Shares may F Preferred Stock to be convertedconverted and the name or names (with addresses) in which the certificate or certificates for shares of Common Stock are to be issued. If any transfer is involved in the issuance or delivery of any certificate or certificates for shares of Common Stock in a name other than that of the registered holder of the shares of Series F Preferred Stock surrendered for conversion, such holder shall also deliver to the Company a sum sufficient to pay all taxes, if any, payable in part respect of such transfer or evidence satisfactory to the Company that such taxes have been paid. Except as provided in wholethe immediately preceding sentence, into Common Sharesthe Company shall pay any issue, at any time stamp or times other similar tax in respect of such issuance or delivery. The Company shall, as soon as practicable after the Issuance Conversion Date, deliver to the holder of the shares of Series F Preferred Stock so surrendered for conversion, or to such holder's nominee(s) or, subject to compliance with applicable law, transferee(s), a certificate or certificates for the number of whole shares of Common Stock to which such holder shall be entitled, together with cash or its check in lieu of any fractional share as provided in Section 4(m). If the shares of Series F Preferred Stock represented by a certificate surrendered for conversion are converted only in part, the Company will also issue and deliver to the holder, or to such holder's nominee(s) or, subject to compliance with applicable law, transferee(s), without charge therefor, a new certificate or certificates representing in the aggregate the unconverted shares of Series F Preferred Stock. The Person in whose name the certificate for shares of Common Stock is issued upon such conversion shall be treated for all purposes as the stockholder of record of such shares of Common Stock as of the close of business on the Conversion Date; provided, however, that no surrender of Series F Preferred Stock on any date when the stock transfer books of the Company are closed for any purpose shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion as the record holders of such shares of Common Stock on such date, but such surrender shall be effective (assuming all other requirements of this Section 4 have been satisfied) to constitute such Person or Persons as the record holders of such shares of Common Stock for all purposes as of the opening of business on the next succeeding day on which such stock transfer books are open, and such conversion shall be at the option Conversion Rate in effect on the date that such shares of Series F Preferred Stock were surrendered for conversion (and such other requirements satisfied) as if the stock transfer books of the Company had not been closed on such date. Upon conversion of shares of Series F Preferred Stock, the rights of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitledso converted, as set forth in the Holder Conversion Noticea holder thereof, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essencewill cease. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject To convert shares of Convertible Preferred Stock into shares of Common Stock, a Holder shall surrender such Holder’s certificate of such shares of Convertible Preferred Stock (or if such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the terms and conditions hereofCompany to indemnify the Company against any claim that may be made against the Company on account of such loss, one theft or more destruction), together with written notice that such Holder elects to convert all or any number of the Series A1 Preference Shares may shares of Convertible Preferred Stock represented by such certificate or certificates for shares of Common Stock to be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or issued. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by delivery a written instrument or instruments of one or more written notices transfer, in form satisfactory to the Company, duly executed by the registered Holder or such Holder’s attorney duly authorized in writing. The date of receipt by the Company of such certificates (each, a or lost certificate affidavit and agreement) and notice shall be the date of conversion (the “Holder Conversion NoticeDate”) and the close of business on the Conversion Date shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the holdershares represented by such certificate shall be deemed to be outstanding of record as of the Conversion Date. The Company shall, within three (3) Trading Days after the Conversion Date, (A) issue and deliver to the Holder or such Holder’s election to convert nominee a certificate or certificates for the Series A-1 Preference Shares and stating the full number of shares to which of Common Stock issuable upon such conversion in accordance with the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice provisions hereof and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Noticeshares, or (b) if the Company is approved through DTCany, authorize the credit of Convertible Preferred Stock represented by the Company’s transfer agent surrendered certificate (or lost certificate affidavit and agreement) that were not converted into Common Stock, (B) pay cash in lieu of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a any fraction of a share of Common Share, the Company shall round Stock otherwise issuable upon such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, and (C) pay all declared but unpaid dividends on the holder shares of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayConvertible Preferred Stock converted.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares B Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating B Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series B Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, notice of exercise a certificate bearing no restrictive legend, registered in the name of the Holder Purchaser or its designee, for the number of Conversion Shares to which Holder the Purchaser is then entitled upon conversion of as set forth in the Holder Conversion Noticenotice, or (b) if provided the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesB Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares B Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject In order for a holder of Series C-1 Preferred Stock to voluntarily convert shares of Series C-1 Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series C-1 Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the terms and conditions hereofCorporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, one theft or more destruction of such certificate), at the office of the transfer agent for the Series C-1 Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series A1 Preference Shares may C-1 Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall be convertedsubstantially in the form of Notice of Conversion attached hereto as Exhibit A, and shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in part form reasonably satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in wholewriting. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), into and the shares of Common SharesStock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, at any time or times as soon as practicable after the Issuance DateConversion Time and in any event by no later than the third (3rd) Trading Day after the Conversion Time, at the option of the (i) issue and deliver to such holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern timeC-1 Preferred Stock, or the following Trading Day if received after such time to his, her or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Noticeits nominees, a certificate bearing registered in the name of the Holder or designee, certificates for the number of Conversion Shares to which Holder is then entitled as set forth full shares of Common Stock issuable upon such conversion in accordance with the Holder Conversion Notice, or provisions hereof and a certificate for the number (bif any) if of the Company is approved through DTC, authorize the credit shares of Series C-1 Preferred Stock represented by the Company’s transfer agent surrendered certificate that were not converted into Common Stock, (ii) pay in cash such amount as provided in Subsection 7.1.3 in lieu of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a any fraction of a share of Common Share, Stock otherwise issuable upon such conversion and (iii) pay all declared or accrued but unpaid dividends on the Company shares of Series C-1 Preferred Stock converted (unless the Corporation and such holder shall round such fraction of a Common Share up have agreed to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such unpaid dividends into shares of Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayStock).

Mechanics of Conversion. a. Subject In order for a holder of Series C-2 Preferred Stock to voluntarily convert shares of Series C-2 Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series C-2 Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the terms and conditions hereofCorporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, one theft or more destruction of such certificate), at the office of the transfer agent for the Series C-2 Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series A1 Preference Shares may C-2 Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall be convertedsubstantially in the form of Notice of Conversion attached hereto as Exhibit A, and shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in part form reasonably satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in wholewriting. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), into and the shares of Common SharesStock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, at any time or times as soon as practicable after the Issuance DateConversion Time and in any event by no later than the third (3rd) Trading Day after the Conversion Time, at the option of the (i) issue and deliver to such holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern timeC-2 Preferred Stock, or the following Trading Day if received after such time to his, her or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Noticeits nominees, a certificate bearing registered in the name of the Holder or designee, certificates for the number of Conversion Shares to which Holder is then entitled as set forth full shares of Common Stock issuable upon such conversion in accordance with the Holder Conversion Notice, or provisions hereof and a certificate for the number (bif any) if of the Company is approved through DTC, authorize the credit shares of Series C-2 Preferred Stock represented by the Company’s transfer agent surrendered certificate that were not converted into Common Stock, (ii) pay in cash such amount as provided in Subsection 7.1.3 in lieu of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a any fraction of a share of Common Share, Stock otherwise issuable upon such conversion and (iii) pay all declared or accrued but unpaid dividends on the Company shares of Series C-2 Preferred Stock converted (unless the Corporation and such holder shall round such fraction of a Common Share up have agreed to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such unpaid dividends into shares of Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayStock).

Mechanics of Conversion. a. Subject to (a) Not later than three (3) Trading Days after any Optional Conversion Date or the terms and conditions hereofMandatory Conversion Date, one or more of as the Series A1 Preference Shares case may be converted, in part or in whole, into Common Shares, at any time or times after (the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date“ Delivery Date ”), the Company or its designated transfer agent, as applicable, shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice issue and shall either deliver to (ai) only if Company is not approved through the Depository Trust Corporation Company (DTC), issue and surrender to a common carrier for overnight delivery to “ DTC ”) account on the address Holder’s behalf via the Deposit Withdrawal Agent Commission System (“ DWAC ”) as specified in the Holder Optional Conversion Notice, a certificate bearing registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which Holder is then entitled as set forth in the Holder Conversion Noticeshall be entitled, or (bii) if to the Holder, the Conversion Securities as specified in the Mandatory Conversion Notice. Notwithstanding the foregoing, in the alternative, not later than the Delivery Date, the Company is approved through DTCshall deliver to the Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement and/or the related documentation of the Qualified Financing, authorize as the credit by case may be) representing the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitledor Conversion Securities, as set forth the case may be, being acquired upon the conversion of this Note. If in the case of any Optional Conversion such DWAC transfer or certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such Optional Conversion, in which event the Company shall immediately return this Note tendered for Optional Conversion, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. (b) The Company understands that a delay in the delivery of the Conversion Shares or the Conversion Securities beyond the Delivery Date could result in economic loss to the Holder. If the Company fails to deliver to the Holder such shares via DWAC or a certificate or certificates, as applicable, pursuant to this Section 3.3(b) by the Delivery Date, the Makers shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, as the case may be, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested or required to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested or required to be converted for each Trading Day thereafter and (B) $5,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver certificates representing the Conversion Shares or the Conversion Securities (as the case may be) within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw an Optional Conversion Notice, and upon such withdrawal the Makers shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Optional Conversion Notice is withdrawn. (c) In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon an Optional Conversion of this Note on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon an Optional Conversion of this Note which the Holder anticipated receiving upon such exercise (a “ Buy-In ” ), then the Makers shall (1) pay in cash to the Holder the amount by which (x) the Holder’s or its designee’s balance account total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon an Optional Conversion of this Note that the Company was required to deliver to the Holder in connection with the DTC Fast Automated Securities Transfer Optional Conversion at issue times (FASTB) Programthe price at which the sell order giving rise to such purchase obligation was executed, through its Deposit/Withdrawal and (2) at Custodian (DWAC) system, time being the option of the essence. b. No fractional Holder, either reinstate the portion of the Note and equivalent number of shares of Common Shares are Stock for which such Optional Conversion was not honored or deliver to be the Holder the number of shares of Common Stock that would have been issued upon conversion of Series A-1 Preference Shareshad the Company timely complied with the Optional Conversion and delivery obligations hereunder. For example, but rather if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted Optional Conversion of shares of Common Stock with an aggregate issuance would result in sale price giving rise to such purchase obligation of $10,000, under clause (1) of the issuance of a fraction of a Common Share, immediately preceding sentence the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares Makers shall be required to deliver pay the original certificates for Holder $1,000. The Holder shall provide the Series A-1 Preference Shares Makers written notice indicating the amounts payable to the Holder in order to effect a conversion hereunder. d. Upon receipt respect of the Common Shares upon conversionBuy-In, together with applicable confirmations and other evidence reasonably requested by the holder Makers. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of Series A-1 Preference Shares agrees, specific performance and/or injunctive relief with respect to any sales the Company’s failure to timely deliver certificates representing shares of such Common Shares, Stock upon conversion of this Note as required pursuant to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayterms hereof.

Mechanics of Conversion. a. Subject Upon closing (the “Closing Date”) of the Preferred Stock Offering, a Public Offering, or a Change of Control the outstanding principal amount and accrued interest of this Note shall be converted automatically without any further action by the Holder and whether or not this Note is surrendered to the terms and conditions hereofCompany; provided, one or more of however, that the Series A1 Preference Company shall not be obligated to issue to the Holder a certificate that evidences the Conversion Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or unless this Note is delivered to the Company, . The Company may exercise the optional conversion rights specified in Section 3(a) as to any part of this Note by delivery of one or more written notices giving Notice to the Holder that the Company is surrendering to the Company this Note, accompanied by written notice stating that the Company elects to convert all or a specified portion of this Note. Conversion of this Note shall be deemed to have been effected (each, a the “Holder Conversion NoticeDate”), ) on: (i) the closing date of the holder’s Preferred Stock Offering; (ii) the date when delivery of notice of an election to convert pursuant to Section 3(a) is made; or (iii) on the Series A-1 Preference closing of a Public Offering (in which event conversion of the Conversion Shares into shares of the Company’s Common Stock in accordance with the terms of the Preferred Shares shall take place immediately after conversion of the Notes). As promptly as practicable thereafter (and stating after surrender of this Note to the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”Company), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of issue and deliver to the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of full Conversion Shares to which the Holder is then entitled and a check or cash with respect to any fractional interest in a Conversion Share as set forth provided in Section 3(e). The person in whose name the Holder certificate for Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon shall be deemed to have become a holder of record of such shares on the Conversion Date. Upon conversion of Series A-1 Preference Shares, but rather if only a portion of the aggregate issuance would result principal amount of this Note (in the issuance case of a fraction of a Common Shareoptional conversion pursuant to Section 3(a)), the Company shall round such fraction of a Common Share up issue and deliver to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver Holder, at the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt expense of the Common Shares upon conversionCompany, a new Note covering the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% principal amount of the daily trading volume for that dayunconverted portion of this Note.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 A Preference Shares may be converted, in part or in whole, into f Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more written notices to the Company Corporation (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 A Preference Shares or of additional Common Shares then due with regard to a prior conversion, and stating the number of shares to which the holder Holder is then entitled, or (ii) if at the option of the Corporation, if the Equity Conditions are met, delivery of written notice to Holder (each, a “Corporation Conversion Notice” and, with the Holder Conversion Notices, each a “Conversion Notice”), of the Corporation’s election to convert the Series A Preference Shares. On the same Trading Day on which the Company Corporation has received or issued a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company Corporation is not approved through the The Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, Notice a certificate bearing no restrictive legend, registered in the name of the Holder or its designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company Corporation is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. If the Corporation shall fail, for any reason, to issue or cause to be issued to the Holder, within 3 Trading Days after receipt of the applicable Conversion Notice, the number of Conversion Shares to which the Holder is entitled as stated in the Conversion Notice, then, in addition to all other remedies available to the Holder, the Corporation shall pay in cash to the Holder on each day after such 3rd Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Shares between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt by Holder. c. No fractional Common Shares are to be issued upon conversion of Series A-1 A Preference Shares, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. d. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 A Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, e. The Corporation shall pay any and all taxes which may be payable with respect to the issuance and delivery of any sales of such Common Conversion Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series A Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer The Depository Trust Corporation (FASTDTC) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one (i) No fractional shares of Common Stock shall be issued upon conversion of any Note. In lieu of any fractional shares of Common Stock (or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares other property) to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, Holder would otherwise be entitled upon conversion of any Note (or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”specified portion thereof), the Company shall transmit pay such Holder cash equal to such fraction multiplied by facsimile or electronic mail an acknowledgment the Current Market Price per share of confirmation Common Stock on the day of receipt conversion. (ii) Before any Holder of a Note shall be entitled to convert such Note into Common Stock, such Holder shall surrender such Note, duly endorsed in blank, to the Company at the principal executive office of the Holder Conversion Notice and shall either Company (a) only if Company is not approved through or any transfer agent designated by the Depository Trust Corporation (DTCCompany), issue accompanied by written notice to the Company (a copy of which shall also be delivered to the Parent) stating therein (A) that such Holder elects to convert all or a specified percentage (based on the Principal Amount and surrender any accrued but unpaid interest thereon) of such Note into shares of Common Stock in accordance with this Agreement and (B) the name or names of the Person or Persons which such Holder wishes the certificate or certificates evidencing the Common Stock to a common carrier for overnight be issued. The Company's or Parent's delivery to the address as specified Holder (or its designee in the Holder Conversion Notice, a certificate bearing registered in the name notice of the Holder or designee, for conversion) of the number of Conversion Shares shares of Common Stock (and cash in lieu of fractions thereof) into which a Note is convertible will be deemed to satisfy the Company's obligation to pay the Principal Amount of (and accrued but unpaid interest on) the Note. The Parent and the Company shall, as soon as practicable thereafter, (x) issue and deliver to such Holder (or to his nominee or nominees) a certificate or certificates representing the number of shares of Common Stock to which such Holder is then shall be entitled as set forth aforesaid, (y) deliver to such Holder (or to his nominee or nominees) cash in lieu of any fractional share and (z), if less than the Holder Conversion Noticefull Principal Amount (and accrued but unpaid interest) evidenced by such surrendered Note is being converted, or (b) if the Company is approved through DTCa new Note, authorize the credit duly executed and delivered by the Company’s transfer agent , with a Principal Amount equal to the Principal Amount of the Note surrendered for conversion, plus any accrued but unpaid interest thereon, minus the portion of such aggregate number Principal Amount (and accrued but unpaid interest) converted to shares Common Stock. A Note may be converted in part, but only if the principal amount of Conversion Shares such Note to which Holder be converted is then entitled, as set forth any integral multiple of $1,000 and the principal amount of such Note to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. (iii) Any conversion made under this Agreement shall be deemed to have been made immediately prior to the Holder Conversion Notice, to Holder’s or its designee’s balance account with close of business on the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being date of surrender of the essence. b. No fractional Common Shares are Note to be issued converted, and at such time the rights of the Holders of such Notes shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon such conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver treated for all purposes by the original certificates for Parent as the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the record holder of Series A-1 Preference Shares agrees, with respect to any sales or holders of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% Stock as of the daily trading volume for that daysuch date.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series A Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. (i) Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times on or after (but not before) the Issuance Datesix-month anniversary of the issuance date of such Series A Preferred Stock, at the option of the holder of Series A-1 Preference Shares Holder or the Company, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Company, in the form attached hereto as Exhibit A-1 (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock, or (ii) if at the number option of shares the Company, delivery of a written notice to which Holder, in the holder is then entitledform attached hereto as Exhibit A-2 (the “Company Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Company’s election to convert the Series A Preferred Stock. On the same Trading Day on which the Company has received a the Holder Conversion Notice or issued the Company Conversion Notice (as the case may be) by 11:59 10:30 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Company Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Company (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. (ii) No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the surrender of such fraction of scrip or warrants aggregating a Common Share up to the nearest whole full share. c. (iii) The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, (iv) The Company shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares Debentures may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating Debenture, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Debenture. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer The Depository Trust Corporation (FASTDTC) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference Sharesa Debenture, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares Debenture in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to The conversion of each Preferred Share shall be conducted in the terms and conditions hereof, following manner: Optional Conversion. To convert one or more Preferred Shares into Conversion Shares on any date (a “Conversion Date”), a Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Series A1 Preference Shares may be converted, Preferred Share(s) subject to such conversion in part or in whole, into Common Shares, at any time or times after the Issuance Date, at form attached hereto as Exhibit I (the option of the holder of Series A-1 Preference Shares or “Conversion Notice”) to the Company. If required by Section 4(c)(ii), by within two (2) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery of one or more written notices service for delivery to the Company the original certificates, if any, representing the Preferred Shares (eachthe “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, a “Holder Conversion Notice”theft or destruction as contemplated by Section 18(b), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled). On the same date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or Section 4(a)(1) of the 1933 Act or an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the First (1st) Trading Day following each date on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time(or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the following Trading Day if received after settlement of a trade initiated on the applicable Conversion Date of such time or on a non-Trading Day, Conversion Shares issuable pursuant to such Conversion Notice) (each, a the “Notice DateShare Delivery Deadline”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of (1) provided that the Holder Conversion Notice and shall either (a) only if Company Transfer Agent is not approved through participating in the Depository Trust Corporation Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”) and such shares of Common Stock (i) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such Holder provides such documentation or other information evidencing the sale of the shares of Common Stock as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirement of a medallion guarantee or a legal opinion) or (ii) may be sold by such Holder pursuant to Rule 144 of the 1933 Act, as applicable, including the requirements under Rule 144(i) or Section 4(a)(1) of the 1933 Act (the “Resale Eligibility Conditions”), credit such aggregate number of Conversion Shares to which such Holder shall be entitled pursuant to such conversion to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, upon the request of such Holder, issue and surrender to a common carrier for deliver (via reputable overnight delivery courier) to the address as specified in the Holder such Conversion Notice, a certificate bearing certificate, registered in the name of the such Holder or its designee, for the number of Conversion Shares to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(ii) is greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and in no event later than two (2) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and mail to such Holder (or its designee) by overnight courier service a new Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the Conversion Shares issuable upon a conversion of Preferred Shares shall be treated for all purposes as set forth in the record holder or holders of such Conversion Shares on the Conversion Date; provided, that such Person shall be deemed to have waived any voting rights of any such Conversion Shares that may arise during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline, as necessary, such that the aggregate voting rights of any Common Stock (including such Conversion Shares) beneficially owned by such Person and/or any of its Attribution Parties, collectively, on any such date of determination shall not exceed the Maximum Percentage (as defined below) as a result of any such conversion of such applicable Preferred Shares with respect thereto. Notwithstanding the foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of issuance of Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant to such Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, Delivery Deadline with respect to any sales such Conversion Notice shall be the later of (x) the date of issuance of such Common Shares, to limit its aggregate trading on any single Preferred Shares and (y) the first (1st) Trading Day to 20% after the date of the daily trading volume for that daysuch Conversion Notice.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares Note may be converted, in part or in whole, into Common SharesADRs, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the Company, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert convert, or (ii) if at the Series A-1 Preference Shares and stating option of the number Company, if the Equity Conditions are met, delivery of shares a written notice to which Holder (the holder is then entitled“Company Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Company’s election to convert. On By the same Trading Day on after which the Company has received a the Holder Conversion Notice by 11:59 a.m. Eastern time, or issued the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”)Company Conversion Notice, the Company shall must transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if or issuance of the Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery Conversion Notice to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by and the Company’s transfer agent of (the “Transfer Agent”) and must direct the Transfer Agent to credit such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer The Depository Trust Corporation (FASTDTC) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares ADRs are to be issued upon conversion of Series A-1 Preference Sharesthe Note, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round issue to Holder scrip in registered form (certificated or uncertificated) which shall entitle Holder to receive a full ADR upon the surrender of such fraction of scrip or warrants aggregating a Common Share up to the nearest whole sharefull ADR. c. The Holder may elect to specify in a Holder Conversion Notice that it is to receive Ordinary Shares upon conversion, in which case the Company will issue Ordinary Shares instead of ADRs in a ratio of 30 Ordinary Shares per ADR that would otherwise have been issued (such ratio subject to appropriate adjustment if the number of Ordinary Shares represented by an ADR changes), and references to “Conversion Shares” are to be read as including such Ordinary Shares where applicable. The Company must register the Holder as the holder of Series A-1 Preference the relevant number of Ordinary Shares in its issuer sponsored sub-register, or (if the Holder provides relevant details) on the CHESS sub-register, and in either case provide a holding statement to the Holder for those Ordinary Shares, within the time periods that would have applied to an issue of Conversion Shares under these terms. Such holding statement shall include the following legend: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY RECEIVING THESE SHARES, AGREES THAT THESE SHARES MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE FOREGOING LEGEND MAY BE REMOVED FROM THESE SHARES AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE SHARES ARE ISSUED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THESE SHARES.” d. The Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares Note in order to effect a partial conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, e. The Company shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% Holder other than the personal income or capital gains taxes of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares are to Stock shall be issued upon conversion of Series A-1 Preference Shares, but rather if A Preferred. In lieu of any fractional shares to which the aggregate issuance holder would result in the issuance of a fraction of a Common Shareotherwise be entitled, the Company shall round pay the fair market value cash equivalent of such fraction fractional share as determined by the board of a directors of the Company. For such purpose, all shares of Series A Preferred held by each holder shall be aggregated, and any resulting fractional share of Common Share up to the nearest whole share. c. The Stock shall be paid in cash. Before any holder of Series A-1 Preference Shares A Preferred shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, he shall surrender the Series A Preferred certificate or certificates, duly endorsed, at the office of the Company or of any transfer agent for the Series A Preferred, and shall give written notice to the Company at such office that such holder elects to convert such shares, or, if applicable, the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company (but shall not be required to provide a bond) to indemnify the Company from any loss incurred by it in connection with such certificates. The Company shall, as soon as practicable after delivery of the Series A Preferred certificates, issue and deliver the original at such office to such holder of Series A Preferred, a certificate or certificates for the Series A-1 Preference Shares number of shares of Common Stock to which he shall be entitled and a check payable to the holder in order to effect the amount of any cash amounts payable as the result of a conversion hereunder. d. Upon receipt into fractional shares of Common Stock, plus any declared or accumulated but unpaid dividends on the converted Series A Preferred. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred to be converted, and the person or persons entitled to receive the shares of Common Shares Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred for conversion, be conditioned upon the holder closing of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Series A-1 Preference Shares agrees, with respect A Preferred shall not be deemed to any sales have converted such Series A Preferred until immediately prior to the closing of the sale of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that daysecurities.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to Ordinary Share shall be issued upon conversion of the Series A-1 Preference B Preferred Shares, but rather if . In lieu of any fractional Ordinary Shares to which the aggregate issuance holder thereof would result in the issuance of a fraction of a Common Shareotherwise be entitled, the Company shall round pay cash equal to such fraction of a Common Share up to multiplied by the nearest whole sharethen-applicable Series B Conversion Price. c. The (i) In the event of an optional conversion pursuant to Article 13.2(a), before any holder of Series A-1 Preference B Preferred Shares shall be required entitled to convert the same into Ordinary Shares and to receive certificates (if any) therefor, such holder shall deliver to the original Company the Conversion Notice stating that such holder elects to convert the same and surrender the certificate or certificates (if any) representing such Series B Preferred Shares, duly endorsed, at the Registered Office or principal place of business of the Company or of any share registrar and transfer agent (or, where such certificate(s) have been lost or destroyed, such holder may provide an indemnity in favour of the Company in relation to such certificate(s) being lost or destroyed) for such Series B Preferred Shares to be converted upon the delivery of such Conversion Notice. The Company shall (a), as soon as reasonably practicable and in no event later than five (5) Business Days following receipt of such Conversion Notice, issue and deliver to such holder of Series B Preferred Shares a certificate or certificates (if applicable) for the Series A-1 Preference number of Ordinary Shares to which such holder is entitled pursuant to this Article 13.2 and Article 13.3 and a check or monetary remittance denominated in order US$ payable to effect such holder in the amount of any cash amounts payable (if any) as a result and in lieu of a conversion hereunder. d. Upon receipt into fractional Ordinary Shares, and (b) on the Series B Conversion Date (as defined below), provide to such holder a certified copy of the Common Register of Members reflecting the conversion by way of the repurchase by the Company of such number of such holder’s Series B Preferred Shares upon conversionto be converted, in consideration for the issuance to the holder of such number of Ordinary Shares to which such holder is entitled pursuant to this Article 13.2 and Article 13.3, on the Series A-1 Preference Shares agrees, with respect B Conversion Date. Such conversion shall be deemed to any sales have been made immediately prior to the close of business on the date of such Common SharesConversion Notice is given (such date being the “Series B Conversion Date”) and the Register of Members shall be updated accordingly to reflect the same and the Person or Persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares on such Series B Conversion Date. Any certificates evidencing the Series B Preferred Shares that are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates (if any) are so required to limit its aggregate trading on any single Trading Day be surrendered, be deemed to 20% have been retired and canceled and the Series B Preferred Shares represented thereby converted into Ordinary Shares for all purposes, notwithstanding the failure of the daily trading volume holder or holders thereof to surrender such certificates on or prior to the date on which such certificates are so required to be surrendered. (ii) In the event of an automatic conversion pursuant to Article 13.2(b)(i)(A), all holders of Series B Preferred Shares shall as soon as reasonably practicable be given prior written notice of the date fixed (which date shall be the latest practicable date immediately prior to the completion of the QIPO) for that dayautomatic conversion of all such Series B Preferred Shares pursuant to this Article 13.2 and Article 13.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares B Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more written notices to the Company Corporation (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares B Preferred Stock and stating the number of shares to which the holder Holder is then entitled, or (ii) if at the option of the Corporation, if the Equity Conditions are met, delivery of written notice to Holder (each, a “Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series B Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company Corporation is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, Notice a certificate bearing no restrictive legend, registered in the name of the Holder or its designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if provided the Company Corporation is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. If the Corporation shall fail, for any reason, to issue or cause to be issued to the Holder within 5 Trading Days after receipt of the applicable Conversion Notice, the number of Conversion Shares to which the Holder is entitled as stated in the Conversion Notice, then, in addition to all other remedies available to the Holder, the Corporation shall pay in cash to the Holder on each day after such 5th Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Stock between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt by Holder. c. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesB Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. d. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares B Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, e. The Corporation shall pay any and all taxes which may be payable with respect to the issuance and delivery of any sales of such Common Conversion Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. The conversion of this Note shall be conducted in the following manner: (i) Subject to the terms and conditions Section 2(b) hereof, one or more of the Series A1 Preference Shares this Note may be converted, converted by the Company in whole or in part or in whole, into Common Shares, at any time or times from time to time after the Issuance Date, at by (A) submitting to the option Holder a Notice of Conversion in the form of Exhibit A (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) delivering the Conversion Shares to the Holder’s address no later than ten (10) Trading Days after the date of the holder Notice of Series A-1 Preference Shares Conversion in the manner as provided under this Section 2(b). Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Holder and the Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, by delivery so as not to require physical surrender of one this Note upon each such conversion. In the event of any dispute or more written notices discrepancy, such records of the Company shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Company (eachCompany, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which whereupon the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or will forthwith issue and deliver upon the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt order of the Holder Conversion Notice and shall either a new Note of like tenor, registered as the Holder (aupon payment by the Holder of any applicable transfer taxes) only if Company is not approved through the Depository Trust Corporation (DTC)may request, issue and surrender to a common carrier for overnight delivery to the address as specified representing in the aggregate the remaining unpaid principal amount of this Note. The Holder Conversion Noticeand any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a certificate bearing registered in portion of this Note, the name unpaid and unconverted principal and interest of this Note represented by this Note may be less than the amount stated on the face hereof. At such time as such conversion has been effected, the rights of the Holder of this Note as the Holder of such Note shall cease (with respect to the amount so converted), and the Person or designee, Persons in whose name or names any certificate or certificates for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of Series A-1 Preference Shares, but rather if record of the aggregate issuance would result in Common Stock represented thereby. (ii) As soon as possible after the issuance of a fraction of a Common Shareconversion has been effected, the Company or acquirer shall round deliver to the converting holder a certificate or certificates representing the Conversion Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the Holder has specified. (iii) No fraction of a Common Share shares or scrip representing fractions of shares will be issued on conversion. Upon any conversion of the entire outstanding principal of and interest on this Note, the number of shares or other securities issuable shall be rounded up to the nearest whole sharenumber. c. (iv) The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder hereof in respect thereof or other cost incurred by the Company or acquirer in connection with such conversion and the related issuance of Conversion Shares. (v) Neither the Company nor acquirer shall close its books against the transfer of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any holder of Series A-1 Preference Shares shall be this Note required to deliver make any governmental filings or obtain any governmental approval prior to or in connection with the original certificates conversion of this Note (including, without limitation, making any filings required to be made by the Company). (vi) The Company or its acquirer shall at all times reserve and keep available out of its authorized but unissued shares of the common stock, solely for the Series A-1 Preference Shares in order to effect a purpose of issuance upon conversion hereunder. d. Upon receipt , such number of shares of other type of capital securities of the Common Shares Company or its acquirer issuable upon conversion. All Conversion Shares which are so issuable shall, the holder when issued, be duly authorized and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company or its acquirer shall take all such actions as may be necessary to assure that all such Conversion Shares may be so issued without violation of Series A-1 Preference Shares agrees, with respect to any sales applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such Common Shares, to limit its aggregate trading on any single Trading Day to 20% shares of the daily trading volume for that daycapital stock are quoted.

Mechanics of Conversion. a. Subject In order for a Holder to the terms and conditions hereof, one or more voluntarily convert all of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder such Xxxxxx’s shares of Series A-1 Preference Shares or the CompanyB Preferred Stock into shares of Common Stock, by delivery of one or more such Holder shall (A) provide written notices notice to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent at the office of the transfer agent for the Series B Preferred Stock (or at the principal office of the Company if the Company serves as its own transfer agent) that such Holder elects to convert all of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s shares of Series B Preferred Stock and (B), if such Holder’s shares are certificated, surrender the certificate or certificates for such shares of Series B Preferred Stock (or, if such registered Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Company if the Company serves as its own transfer agent). Such notice shall state such Xxxxxx’s name. If required by the Company, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or his, her or its designee’s balance account with attorney duly authorized in writing. Unless a later time and date is otherwise specified by the DTC Fast Automated Securities Transfer Company, the close of business on the date of receipt by the transfer agent (FASTor by the Company if the Company serves as its own transfer agent) Programof such notice and, through its Deposit/Withdrawal at Custodian if applicable, certificates (DWACor lost certificate affidavit and agreement) systemshall be the time of conversion (the “Conversion Time”), time being and the shares of the essence. b. No fractional Common Shares are to be issued Stock issuable upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares specified shares shall be required deemed to be outstanding of record as of such date. The Company shall, as soon as practicable after the Conversion Time issue and deliver the original to such Holder, (y) a certificate or certificates for the Series A-1 Preference Shares number of full shares of Common Stock issuable upon such conversion in order to effect accordance with the provisions hereof or (z) a notice of issuance of uncertificated shares and may, upon written request, issue and deliver a certificate for the number of full shares of Common Stock issuable upon such conversion hereunderin accordance with the provisions hereof. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one One or more shares of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, in the sole and absolute discretion of Holder or, subject to the terms and conditions hereof, the Corporation; (i) if at the option of the holder of Series A-1 Preference Shares or the CompanyHolder, by delivery of one or more written notices to the Company Corporation or its transfer agent (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert any or all of its Series A Preferred Stock; or (ii) if at the option of the Corporation, if the Equity Conditions are met, delivery of written notice to Holder (each, a “Corporation Conversion Notice,” with the Holder Conversion Notice, each a “Conversion Notice,” and with the Redemption Notice, each a “Notice”), of the Corporation’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock. Each Notice will set forth the number of shares to which of Series A Preferred Stock being converted, the holder minimum number of Conversion Shares and the amount of Dividends and any applicable Conversion Premium due as of the time the Notice is then entitled. On given (the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), and the Company shall calculation thereof. b. If the Corporation notifies Holder by 10:00 a.m. Eastern time on the Trading Day after the Notice Date that it is paying all or any portion of Dividends or Conversion Premium for the shares in the Conversion Notice in cash, and actually pays in cash no later than close of the 3rd Trading Day after the Notice Date, time being of the essence, the amount of Dividends and Conversion Premium due as of the Notice Date, no further amount will be due with respect to any such Dividends and Conversion Premium. c. As soon as practicable, and in any event within 1 Trading Day of the Notice Date, time being of the essence, the Corporation will do all of the following: (i) transmit the Delivery Notice by facsimile or electronic mail an acknowledgment of confirmation of receipt of to the Holder Conversion Notice Holder, and shall to the Corporation’s transfer agent (the “Transfer Agent”) with instructions to comply with the Delivery Notice; (ii) either (aA) only if Company the Corporation is not approved through the The Depository Trust Corporation (“DTC”), issue authorize and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize instruct the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Delivery Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being or (B) only if the Corporation is not approved through DTC, issue and surrender to a common carrier for overnight delivery to the address as specified in the Delivery Notice a certificate bearing no restrictive legend, registered in the name of Holder or its designee, for the number of Conversion Shares to which Holder is then entitled, as set forth in the Delivery Notice; and (iii) at all times thereafter diligently take or cause to be taken all actions reasonably necessary to cause the Conversion Shares to be issued as soon as practicable. d. If during the Measurement Period the Holder is entitled to receive additional Conversion Shares with regard to a Conversion Notice as a result of the essencerecalculation of the number of Conversion Shares due to a decrease in the value of the Common Stock following the initial Notice Date, Holder may at any time deliver one or more additional written notice to the Corporation or its transfer agent (each, an “Additional Notice” and with the Conversion Notice, each a “Delivery Notice”) setting forth the additional number of Conversion Shares to be delivered, and the calculation thereof. b. e. If the Corporation for any reason does not issue or cause to be issued to the Holder within 3 Trading Days after the date of a Delivery Notice, the number of Conversion Shares to which the Holder is entitled as stated in the Delivery Notice, then, in addition to all other remedies available to the Holder, as liquidated damages and not as a penalty, the Corporation will pay in cash to the Holder on each day after such 3rd Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Stock between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt of Conversion Shares by Holder. It is intended that the foregoing will serve to reasonably compensate Holder for any delay in delivery of Conversion Shares, and not as punishment for any breach by the Corporation. The Corporation acknowledges that the actual damages likely to result from delay in delivery are difficult to estimate and would be difficult for Holder to prove. f. Notwithstanding any other provision: all of the requirements of Section I.F and this Section I.G are each independent covenants; the Corporation’s obligations to issue and deliver Conversion Shares upon any Conversion Notice are absolute, unconditional and irrevocable; any breach or alleged breach of any representation or agreement, or any violation or alleged violation of any law or regulation, by any party or any other person will not excuse full and timely performance of any of the Corporation’s obligations under these sections; and under no circumstances may the Corporation seek or obtain any temporary, interim or preliminary injunctive or equitable relief to prevent or interfere with any issuance of Conversion Shares to Holder. g. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result in Corporation will issue to Holder scrip or warrants registered on the issuance books of the Corporation (certificated or uncertificated) which will entitle Holder to receive a fraction full share upon the surrender of such scrip or warrants aggregating a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. . The holder of Series A-1 Preference Shares shall Holder will not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, . The Corporation will pay any and all taxes which may be payable with respect to the issuance and delivery of any sales Conversion Shares. h. If for any reason whatsoever Holder does not timely receive the number of such Common SharesConversion Shares stated in any Notice, Holder will be entitled to limit a compulsory remedy from the Court of Chancery of immediate specific performance, temporary, interim and, preliminary and final injunctive relief requiring Corporation and its aggregate trading on transfer agent, attorneys, officers and directors to immediately issue and deliver the number of Conversion Shares stated by Holder, which requirement will not be stayed for any single Trading Day reason, without the necessity of posting any bond, and which Corporation may not seek to 20% of the daily trading volume for that daystay or appeal.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares B Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by [i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a “the "Holder Conversion Notice”"), of the holder’s Holder's election to convert the Series A-1 Preference Shares and stating 8 Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled"Corporation Conversion Notice" and, with the Holder Conversion Notice, each a "Conversion Notice"), of the Corporation's election to convert the Series B Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation's transfer agent (the "Transfer Agent'') and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s 's or its designee’s 's balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesB Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which -shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares B Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject The holder of any shares of Series A Preferred Stock may exercise the conversion right specified in Section 5(a) by surrendering to the terms and conditions hereof, one Corporation or more the transfer agent of the Series A1 Preference Shares may Corporation the certificate or certificates for the shares to be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, accompanied by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating notice specifying the number of shares to which be converted; provided, however, that the Corporation will not be obligated to issue to any such holder is then entitled. On the same Trading Day on which certificate or certificates evidencing the Company has received a Conversion Notice by 11:59 a.m. Eastern timeshares of Class A Common Stock issuable upon such conversion, unless the certificate or certificates evidencing the shares of Series A Preferred Stock are either delivered to the Corporation or the following Trading Day if received after such time transfer agent of the Corporation. Conversion will be deemed to have been effected on the date when delivery is made of notice of an election to convert and the certificate or on a non-Trading Day, certificates evidencing the Series A Preferred Stock shares to be converted (each, a “Notice the "Conversion Date”"). Subject to the provisions of Section 5(e)(iv), as promptly as practicable thereafter, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), will issue and surrender deliver to a common carrier for overnight delivery to or upon the address as specified in the Holder Conversion Notice, written order of such holder a certificate bearing registered in the name of the Holder or designee, certificates for the number of Conversion Shares full shares of Class A Common Stock to which Holder such holder is then entitled and a check or cash with respect to any fractional interest in a share of Class A Common Stock as set forth provided in Section 5(d). Subject to the Holder Conversion Noticeprovisions of Section 5(e)(iv), the person in whose name the certificate or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent certificates for shares of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Class A Common Shares 103 Stock are to be issued upon will be deemed to have become a holder of record of such Class A Common Stock on the applicable Conversion Date. Upon conversion of Series A-1 Preference Shares, but rather if only a portion of the aggregate issuance would result in the issuance number of shares covered by a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder certificate representing shares of Series A-1 Preference Shares shall be required to deliver the original certificates A Preferred Stock surrendered for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the Corporation will issue and deliver to or upon the written order of the holder of Series A-1 Preference Shares agreesthe certificate so surrendered for conversion, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% at the expense of the daily trading volume for that dayCorporation, a new certificate covering the number of shares of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered.

Mechanics of Conversion. a. Subject As a condition to affecting a conversion set forth in Section 1.1(a) or (b) above, the Holder or the Borrower, as the case may be, shall properly complete and deliver to the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (eachother a Conversion Notice, a form of which is annexed hereto as Exhibit B (“Holder Conversion Notice”), of . The Conversion Notice shall set forth the holder’s election Outstanding Balance to convert be converted and the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day date on which such conversion shall be affected (such date, the Company has received a “Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”). If no Conversion Date is specified in a Conversion Notice, the Company Conversion Date shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of be the Holder date that such Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight deemed delivered hereunder. Upon timely delivery to the address as specified in other of the Holder Conversion Notice, a certificate bearing registered in that number of Ordinary Shares for the name portion of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth Note converted in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit accordance herewith shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s broker with The Depository Trust Company through its Deposit / Withdrawal at Custodian system if the Company is then a participant in such aggregate number system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to, or resale of the Conversion Shares by, the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to an effective Registration Statement or Prospectus, Rule 144, Rule 144A, Regulation S and otherwise by physical delivery to the address specified by the Holder in the Conversion Notice by the date that is two Trading Days after the Conversion Date (such third day being the “Share Delivery Date”). The Borrower will not issue fraction shares or scrip representing fractions of shares upon conversion, but the Outstanding Balance so converted shall be deemed increased to get to such rounded number. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares or shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to which Holder is then entitledLender with a restricted securities legend, as set forth but otherwise in accordance with the Holder Conversion Noticeprovisions of this Agreement. In conjunction therewith, Bxxxxxxx will also deliver to Holder’s Lender a written explanation from its counsel or its designeetransfer agent’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are counsel opining as to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in why the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole shareapplicable Conversion Shares violates Rule 144. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one All or more any portion of the Series A1 Preference Shares Face Value of the Note may be converted, in part or in whole, into shares of Common SharesStock, at any time or times beginning on the earlier of effectiveness of the Registration Statement or 6 months after the Issuance Date, in the sole and absolute discretion of Holder or, subject to the terms and conditions hereof, the Company; (i) if at the option of the holder of Series A-1 Preference Shares or the CompanyHolder, by delivery of one or more written notices to the Company or its transfer agent (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert any or all of the Series A-1 Preference Shares and stating Note or (ii) if at the number option of shares the Company, if the Equity Conditions are met, delivery of written notice to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, Holder (each, a “Notice DateCompany Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Company’s election to convert all of any portion of the Note. b. Each Delivery Notice (as defined below) will set forth the amount of Face Value of Note being converted, the Conversion Premium and the minimum number of Conversion Shares as of the time the Delivery Notice is given (the “Notice Time”), and the calculation thereof. c. As soon as practicable, and in any event within 1 Trading Day after the Notice Date, time being of the essence, the Company shall will do all of the following: (i) transmit the Delivery Notice by facsimile or electronic mail an acknowledgment of confirmation of receipt of to the Holder Conversion Company’s transfer agent (the “Transfer Agent”), copying Holder, with instructions to immediately comply with the Delivery Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for deliver the number of Conversion Shares to which Holder is then entitled as set forth stated in the Holder Conversion Notice, or Delivery Notice forthwith; (bii) either (A) if the Company is approved through The Depository Trust Company (“DTC”), authorize and instruct the credit by the Company’s transfer agent Transfer Agent of such aggregate the number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Delivery Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, or (B) only if the Company is not approved through DTC, issue and surrender to a common carrier for overnight delivery to the address as specified in the Delivery Notice a certificate bearing no restrictive legend, registered in the name of Holder or its designee, for the number of Conversion Shares set forth in the Delivery Notice; and (iii) if it contends that the Delivery Notice is in any way incorrect, so notify Holder and provide a thorough written explanation and its own calculation, or the Delivery Notice and the calculations therein will conclusively be deemed correct for all purposes. The Company will at all times diligently take or cause to be taken all actions necessary to cause the Conversion Shares to be issued forthwith. If the Conversion Shares are not registered for resale, Investor will provide a legal opinion that they are exempt from registration. Under no circumstances will the Company issue a share certificate bearing a restrictive legend. d. If at any time being or times during or at the end of the essenceMeasurement Period the Holder is entitled to receive additional Conversion Shares with regard to an Initial Notice, including without limitation because the Conversion Price has changed for any reason, Holder may at any time in its sole and absolute discretion deliver one or more additional written notices to the Company or its transfer agent (each, an “Additional Notice” and with the Initial Notice, each a “Delivery Notice”) setting forth the additional number of Conversion Shares to be delivered, and the calculation thereof. b. e. If the Company for any reason does not issue or cause to be issued to the Holder within 3 Trading Days after the date of a Delivery Notice, the number of Conversion Shares stated in the Delivery Notice, then, in addition to all other remedies available to the Holder, as liquidated damages and not as a penalty, the Company will pay in cash to the Holder on each day after such 2nd Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Stock between the date on which the Company should have issued such shares to the Holder and the actual date of receipt of Conversion Shares by Holder. It is intended that the foregoing will serve to reasonably compensate Holder for any delay in delivery of Conversion Shares, and not as punishment for any breach by the Company. The Company acknowledges that the actual damages likely to result from delay in delivery are difficult to estimate and would be difficult for Holder to prove. f. Notwithstanding any other provision: all of the requirements of Section I.F and this Section I.G are each independent covenants; the Company’s obligations to issue and deliver Conversion Shares upon any Delivery Notice are absolute, unconditional and irrevocable; any breach or alleged breach of any representation or agreement, or any violation or alleged violation of any law or regulation, by any party or any other person will not excuse full and timely performance of any of the Company’s obligations under these sections; and under no circumstances may the Company seek or obtain any temporary, interim or preliminary injunctive or equitable relief to prevent or interfere with any issuance of Conversion Shares to Holder. g. Company acknowledges and agrees that monetary damages would be difficult to quantify and prove, and that Holder would not have an adequate remedy at law for any failure to fully perform under this Section G. If for any reason whatsoever Holder does not timely receive the number of Conversion Shares stated in any Delivery Notice, Holder will be entitled to a compulsory remedy of immediate specific performance, temporary, interim and, preliminary and final injunctive relief requiring Company and its transfer agent, attorneys, officers and directors to immediately issue and deliver the number of Conversion Shares stated by Holder, which requirement will not be stayed for any reason, without the necessity of posting any bond, and which Company may not seek to stay or appeal. h. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference Sharesthis Note, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall will round such fraction of a Common Share up to the nearest whole full share. c. . The holder of Series A-1 Preference Shares shall Holder will not be required to deliver the original certificates for the Series A-1 Preference Shares of this Note in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, . The Company will pay any and all taxes which may be payable with respect to the issuance and delivery of any sales of such Common Conversion Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject A Holder who desires to convert any shares of Series A Preferred pursuant to Section 3.2(g)(i) shall surrender the terms and conditions hereofcertificate or certificates therefor, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Dateduly endorsed, at the option office of the holder of Corporation or any transfer agent for the Series A-1 Preference Shares or the CompanyA Preferred, by delivery of one or more and shall give written notices notice to the Company Corporation at such office that such Holder elects to convert the same (eacheach such notice, a “Holder Conversion Notice”), . Each Conversion Notice shall contain the following: (i) the date on which the conversion is to be effected if such date is to be any date after the Corporation’s receipt of the holder’s election to convert Conversion Notice (such date, as applicable, the Series A-1 Preference Shares and stating “Conversion Date”); (ii) the number of shares of Series A Preferred then owned by the Holder delivering such Conversion Notice; (iii) the number of shares of Series A Preferred to be converted; (iv) the Conversion Price then in effect; (v) the number of shares of Common Stock to be issued to such Holder pursuant to such conversion; and (vi) the address to which the holder is then entitledCorporation shall deliver one or more certificates evidencing the Common Stock issuable upon such conversion. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of Following receipt of the Holder Conversion Notice such certificate or certificates and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder such Conversion Notice, a certificate bearing registered the Corporation shall promptly issue and deliver to such Holder, in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder accordance with such Conversion Notice, (x) one or more certificates evidencing the Common Stock issuable upon such conversion, together with an amount in cash equal to the Fair Market Value of any fractional share of Common Stock otherwise issuable to such Holder upon such conversion, and (by) if one or more certificates evidencing any shares of Series A Preferred that such Holder delivered to the Company is approved through DTC, authorize Corporation but were not subject of the credit by Conversion Notice. The Person entitled to receive the Company’s transfer agent shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such aggregate number shares of Common Stock on the Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essenceDate. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject Before this Debenture can be converted into shares of Common Stock, the Debenture must be surrendered by Holder to the terms and conditions hereofCompany at its offices at the address following its signature below (or at such other address of which the Company shall have notified the Holder in writing). In the event Holder elects to convert the Debenture pursuant to Holder's Conversion Right, one or more Holder shall give written notice to the Company at such offices, that Holder elects to convert the Debenture, or, if less than the entire principal amount of the Series A1 Preference Shares may Debenture is to be converted, the portion thereof to be converted. Such notice shall also state the name or names (with address or addresses) in part which the certificate or in whole, into certificates for shares of Common Shares, at any time or times after Stock issuable upon such conversion shall be issued and shall contain such representations as may reasonably be required by the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices Company to the effect that the shares to be received upon conversion are not being acquired and will not be transferred in any way that might violate the then applicable laws. In the event the Company (each, a “Holder Conversion Notice”), of the holder’s election elects to convert the Series A-1 Preference Shares and stating Debenture pursuant to the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Company's Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”)Right, the Company shall transmit by facsimile or electronic mail an acknowledgment notify the Holder in writing of confirmation such election at Holder's address provided in Section 1 hereof. Within ten (10) days of receipt of such notification from the Company, Holder shall surrender the Debenture and provide the Company with written notice that Holder elects to convert the Debenture in the principal amount as identified in the Company's notice, and such Holder's notice shall also set forth the issuance instructions and representations as if Holder had elected to exercise Holder's Conversion Notice and Right. Noncompliance by Holder shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery subject Holder to the address remedy addressed in Subsection 5.6 hereof. As promptly as specified in practicable after the receipt of notice of conversion from Holder Conversion Notice, a certificate bearing registered in and the name surrender of the Holder or designeeDebenture as aforesaid, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject In order to convert Debentures into shares of Common Stock, the Holder shall surrender the certificate or certificates therefor, duly endorsed, by either overnight courier or 2-day courier, to the terms and conditions hereof, one or more office of the Series A1 Preference Shares may be convertedCompany or of any transfer agent for the Debentures, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more and shall give written notices notice to the Company at such office with a copy to Chief Executive Officer, tel. (each000) 000-0000, a “facsimile (000) 000-0000, that such Holder Conversion Notice”), of the holder’s election elects to convert the Series A-1 Preference Shares same, the amount of principal and/or interest of the Debentures to be so converted and stating a calculation of the number of shares of Common Stock to be issued upon conversion; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless either the certificates evidencing such Debentures are delivered to the Company or its transfer agent as provided above, or the Holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. The Company shall issue and deliver to the Holder within five (5) business days after delivery to the Company of such Debenture certificates, or after such agreement and indemnification, to such Holder of Debentures at the address of the Holder on the books of the Company, a certificate or certificates for the number of shares of Common Stock to which the holder is then entitledHolder shall be entitled as aforesaid. On the same Trading Day The date on which notice of conversion is given (the “Date of Conversion”) shall be deemed to be the date in such notice of conversion is received by the Company; provided, that the original Debentures to be converted are received by the transfer agent or the Company has within five (5) business days thereafter, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If the original Debentures to be converted are not received by the transfer agent or the Company within five (5) business days after the Date of Conversion, the notice of conversion shall become null and void. Following conversion of a Conversion Notice by 11:59 a.m. Eastern timeDebenture, or a portion thereof, the following Trading Day if received after principal and, upon payment thereof of the interest owed on that Debenture or portion of the Debenture so converted will be deemed paid in full and satisfied, and such time Debenture or on a non-Trading Day, (each, a “Notice Date”)portion thereof will no longer be outstanding. If this Debenture should be converted in part only, the Company shall transmit by facsimile or electronic mail an acknowledgment promptly, upon surrender of confirmation of receipt of the Holder Conversion Notice this Debenture, execute and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to deliver a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if new Debenture. Whenever the Company is approved through DTCrequired to issue a new Debenture pursuant to the terms of this Debenture, authorize such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the credit by the Company’s transfer agent face of such aggregate number of Conversion Shares to which Holder is then entitlednew Debenture, the principal amount remaining outstanding, (iii) shall have an issuance date, as set forth in indicated on the Holder Conversion Noticeface of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent the proportionate amount of accrued interest on the principal amount and interest of this Debenture that correspond to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being principal of the essencenew Debenture, from the Issuance Date. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject As a condition to effecting the terms conversion set forth in Section 2.1(b) above, the Holder shall properly complete and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices deliver to the Company (eacha Notice of Conversion, a form of which is annexed hereto as Exhibit B. The Notice of Conversion shall set forth the Principal Amount together with all unpaid interest accrued thereon of this Note to be converted and the date on which such conversion shall be effected (such date, the “Holder Conversion NoticeDate”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon timely delivery to the Borrower of the holder’s election to convert the Series A-1 Preference Shares and stating the Notice of Conversion, certificates evidencing that number of shares to which of Common Stock for the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt portion of the Holder Conversion Notice and Note converted in accordance herewith shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit be transmitted by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to by crediting the account of the Holder’s or its designee’s balance account broker with the DTC Fast Automated Securities Transfer (FAST) Program, The Depository Trust Company through its Deposit/Deposit / Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather system if the aggregate issuance would result Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of a fraction the Conversion Shares to, or resale of a Common Sharethe Conversion Shares by, the Company shall Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Conversion by the date that is three (3) Trading Days after the Conversion Date (such third day being the “Share Delivery Date”). The Borrower will not issue fraction shares or scrip representing fractions of shares upon conversion, but the Borrower will round such fraction the number of a Common Share the she shares up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more shares of the Series A1 Preference Shares E Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating E Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series E Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesE Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to the Holder cash in the issuance lieu of such fractional share based upon a value determined in good faith by holders of a fraction majority of a Common Sharethe outstanding shares of Series E Preferred Stock and the Corporation’s board of directors, or at the Company Corporation’s election, such fractional share shall round such fraction of a Common Share be rounded up to the nearest whole shareshare of Common Stock. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares E Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. (i) Subject to the terms and conditions hereof, one or more shares of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times (i) if after the Issuance Datesix-month anniversary, at the option of the holder of Series A-1 Preference Shares or the CompanyHolder, by delivery of one or more a written notices notice to the Company (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock, or (ii) if after the number three-month anniversary, at the option of shares the Company, delivery of a written notice to which Holder (the holder is then entitled“Company Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Company’s election to convert the Series A Preferred Stock. On the same Trading Day on which the Company has received a the Holder Conversion Notice or issued the Company Conversion Notice (as the case may be) by 11:59 10:30 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Company Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Company (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. (ii) No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the surrender of such fraction of scrip or warrants aggregating a Common Share up to the nearest whole full share. c. (iii) The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, (iv) The Company shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.