Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. At any time from the date hereof, Lender may at its option elect to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower of the date on which such conversion is to be effectuated (such date, the "Conversion Date"). The number of shares of Common Stock to which Lender shall be entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Note.

Mechanics of Conversion. At The conversion of this Note shall be conducted in the following manner: (1) To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Lender (the “Conversion Date”), the Lender shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Borrower's transfer agent). (2) Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Borrower's transfer agent, and pursuant to the terms of the Credit Agreement, the Borrower's transfer agent shall issue the applicable Conversion Shares to Lender as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower tails to issue the Conversion Confirmation), provided that the Borrower's transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower's transfer agent to) electronically transmit the applicable Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender's prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable Conversion Amount. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. (3) The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date. (4) If in the case of any Conversion Notice, the certificate or certificates are not delivered to or as directed by the Lender by the date required hereby, the Lender shall be entitled to elect by written notice to the Borrower at any time from on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the date Borrower shall promptly return to the Lender any original Note delivered to the Borrower and the Lender shall promptly return to the Borrower the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Borrower. (5) The Borrower's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Lender or any other person or entity of any obligation to the Borrower or any violation or alleged violation of law by the Lender or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may at its option have against the Lender. In the event the Lender of this Note shall elect to convert any or all (but not less than all) of the outstanding Principal Amount principal amount hereof and accrued but unpaid accrued interest thereon as in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Lender or anyone associated or affiliated with the Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Lender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Lender to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Lender such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Note, the Borrower shall pay to such Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after the date into by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Lender's right to pursue actual damages or declare an Event of Default pursuant to the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Borrower's failure to deliver Conversion Shares within the period specified herein and such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower's transfer agent in accordance with the Credit Agreement, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Lender's conversion rights hereunder. (6) The issuance of certificates for shares of the Borrower's Common StockStock on conversion of this Note shall be made without charge to the Lender hereof for any documentary stamp or similar taxes, $0.001 par value per share or any other issuance or transfer fees of any nature or kind that may be payable in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower respect of the date on which issue or delivery of such conversion is certificates, any such taxes or fees, if payable, to be effectuated paid by the Borrower. (7) Borrower shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such date, the "Conversion Date"). The number of shares of Common Stock to which Lender as shall be entitled upon such necessary to effect the full conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 Note in accordance with its terms (the "Conversion Price") On “Share Reserve”). If at any time the Conversion DateShare Reserve is insufficient to effect the full conversion of the Note then outstanding, Borrower shall increase the outstanding Principal Amount Share Reserve accordingly. If Borrower does not have sufficient authorized and unpaid accrued interest xxxxxxn shall be converted automatically into the unissued shares of Common Stock without further available to increase the Share Reserve, Borrower shall call and hold a special meeting of the shareholders within forty-five (45) days of such occurrence, or take action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares equal to three (3) times the Conversion Date with respect Shares. Borrower’s management shall recommend to the Common Stock. Within fourteen (14) days subsequent shareholders to vote in favor of increasing the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the number of shares of Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Noteauthorized.

Mechanics of Conversion. At No fractional shares of Common Stock shall be issued upon any time from conversion of the date hereofprincipal indebtedness evidenced by the provisions of this Debenture. In lieu of any fractional shares to which Holder would otherwise be entitled, Lender may at its option elect Borrower shall pay Holder cash in the amount equal to the Conversion Price for such fractional shares. Before Holder shall be entitled to convert all (but not less than all) the indebtedness evidenced by the provisions of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Debenture into shares of Common Stock and to receive certificates therefor, Holder shall surrender the original copy of this Debenture, duly endorsed and cancelled, at the office of Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender and shall give at least 15 seventy-six (76) days prior written notice to Borrower at such office that Holder elects to so convert the principal indebtedness evidenced by the provisions of this Debenture, which date shall be the conversion date on which (“Conversion Date”); and provided, further, however, that Borrower shall not be obligated to issue certificates evidencing the shares of Common Stock issuable unless the original endorsed and cancelled original copy of this Debenture is either delivered to Borrower, as specified above, or Holder notifies Borrower that such conversion is original copy of this Debenture has been lost, stolen or destroyed and executes an agreement to indemnify Borrower from any loss incurred by Borrower in connection with such original copy of this Debenture. Borrower shall, as soon as practicable after such delivery of an original copy of this Debenture, or such agreement and indemnification, issue and deliver or cause to be effectuated (issued and delivered at such dateoffice to Holder, a certificate or certificates for the "Conversion Date"). The number of shares of Common Stock to which Lender Holder shall be entitled and a check payable to Holder in the amount of any cash amounts payable as a result of the conversion into fractional shares of Common Stock. The person or persons entitled to receive the shares of Common Stock issuable upon any such conversion shall be determined by dividing (x) treated for all purposes as the outstanding Principal Amount and unpaid accrued interest thereon as record holder or holders of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the such shares of Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes on such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notedate.

Mechanics of Conversion. At any time from In the date hereof, Lender may at its option elect event that the Holder elects to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Note into shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall give notice of such election by delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with this Section 6its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will use commercially reasonable efforts to cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder as promptly as practicable, but in any event within three (3) business days. The Lender Company shall give at least 15 days prior notice use commercially reasonable efforts, subject to the receipt of reasonably satisfactory customary supporting documentation, in the context of an exercise of a convertible note in conjunction with an immediate resale of the underlying shares, to issue such shares by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system after receipt by the Borrower of the date on which such Notice of Conversion (the “Delivery Date”), if so requested by the Holder. In the case of the exercise of the conversion is to be effectuated (such date, rights set forth herein the "Conversion Date"). The number of shares of Common Stock to which Lender conversion privilege shall be entitled deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be determined deemed to have been issued upon the date of receipt by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as Borrower of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn Notice of Conversion. The Holder shall be converted automatically into treated for all purposes as the record holder of such Common Stock without further action by Stock, unless the Lender and whether or not this Note has been surrendered to Holder provides the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect written instructions to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notecontrary.

Mechanics of Conversion. At any time from the date hereof, Lender may at its option elect to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower of the date on which such conversion is to be effectuated (such date, the "Conversion Date"). The number of No fractional shares of Common Stock shall be issued upon any conversion of the principal indebtedness evidenced by the provisions of this Debenture. In lieu of any fractional shares to which Lender Holder would otherwise be entitled, Borrower shall pay Holder cash in the amount equal to the Conversion Price for such fractional shares. Before Holder shall be entitled to convert the indebtedness evidenced by the provisions of the Debenture into shares of Common Stock and to receive certificates thereof, Holder shall surrender the original copy of this Debenture, duly endorsed and cancelled, at the office of Borrower, and shall given written notice to Borrower at such office that Holder elects to convert the principal indebtedness evidenced by the provisions of this Debenture; provided, however, that Borrower shall not be obligated to issue certificates evidencing the shares of common stock issuable upon such conversion shall be determined by dividing (x) unless the outstanding Principal Amount original endorsed and unpaid accrued interest thereon cancelled original copy of this Debenture is either delivered to Borrower, as of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Datespecified above, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Holder notifies Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note original copy of this Debenture has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute executes an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it Borrower in connection with inability such original copy of Lender this Debenture. Borrower shall, as soon as practical after such delivery of an original copy of this Debenture, or such agreement and indemnification, issue and deliver or cause to deliver be issued and delivered to Holder, a certificate or certificates for the number of shares of Common Stock to which Holder shall be entitled and a check payable to Holder in the amount of any cash amounts payable as a result of the conversion into fractional shares of Common Stock. The person or persons entitled to receive the shares of Common Stock issuable upon any such Noteconversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

Mechanics of Conversion. At any time from In the date hereof, Lender may at its option elect event that the Holder elects to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Note into shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with this Section 6its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. The Lender shall give at least 15 days prior notice to Borrower of the Each date on which such conversion a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be effectuated deemed a Conversion Date (such date, the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The number Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of shares the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) Business Days after receipt by the Borrower of Common Stock to which Lender the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be entitled deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be determined deemed to have been issued upon the date of receipt by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as Borrower of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn Notice of Conversion. The Holder shall be converted automatically into treated for all purposes as the record holder of such Common Stock without further action by Stock, unless the Lender and whether or not this Note has been surrendered to Holder provides the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect written instructions to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notecontrary.

Mechanics of Conversion. At any time from In the date hereof, Lender may at its option elect event that the Holder elects to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Note into shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with this Section 6its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. The Lender shall give at least 15 days prior notice to Borrower of the Each date on which such conversion a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be effectuated deemed a Conversion Date (such date, the "Conversion Date"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The number Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of shares the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) business days after receipt by the Borrower of Common Stock to which Lender the Notice of Conversion (the "Delivery Date"). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be entitled deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be determined deemed to have been issued upon the date of receipt by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as Borrower of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn Notice of Conversion. The Holder shall be converted automatically into treated for all purposes as the record holder of such Common Stock without further action by Stock, unless the Lender and whether or not this Note has been surrendered to Holder provides the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect written instructions to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notecontrary.

Mechanics of Conversion. At any time from In order to convert this Debenture (in whole or in part) into full shares of Common Stock, the Holder (i) shall give written notice in the form of Exhibit 2 hereto (the "CONVERSION NOTICE") by facsimile to the Company at such office that the Holder elects to convert the principal amount (plus accrued but unpaid interest and Delay Payments (as defined in the Registration Rights Agreement) specified therein, which such notice and election shall be irrevocable by the Holder unless the Common Stock shall not have been delivered within five Trading Days of the date hereofthe Conversion Notice is delivered to the Company, Lender may at its option elect and (ii) if the entire Outstanding Principal Amount is being converted, as soon as practicable after such notice, shall surrender this Debenture, duly endorsed, by either overnight courier or 2-day courier, to convert all (but not less than all) the principal office of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into Company; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower of the date on which such conversion is to be effectuated (such date, the "Conversion Date"). The number of shares of Common Stock to which Lender shall be entitled issuable upon such conversion shall be determined by dividing (x) where the outstanding entire Outstanding Principal Amount and unpaid accrued interest thereon as of is being converted) unless either the Conversion Date by $0.035 (Debenture evidencing the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect principal amount is delivered to the Common Stock. Within fourteen (14) days subsequent to Company as provided above, or the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing Holder notifies the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent Company that such Note has Debenture(s) have been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute promptly executes an agreement reasonably satisfactory to Borrower the Company to indemnify Borrower the Company from any loss incurred by it in connection with inability such lost, stolen or destroyed Debentures. The Holder shall not be required to physically surrender this Debenture to the Company unless the full Outstanding Principal Amount represented by this Debenture is being converted. The Holder and the Company shall maintain records showing the Outstanding Principal Amount so converted and the dates of Lender such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if this Debenture is converted as aforesaid, the Holder may not transfer this Debenture unless the Holder first physically surrenders this Debenture to the Company, whereupon the Company will forthwith issue and deliver such Note.upon the order of the Holder a new Debenture of like tenor, registered as the Holder may request, representing in the aggregate the remaining Outstanding Principal Amouxx xxxresented by this Debenture. The Holder and any assignee, by acceptance of this Debenture or a new Debenture,

Mechanics of Conversion. At any time from In the date hereof, Lender may at its option elect event that the Holder elects to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Note into shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall give notice of such election by delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower, and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined), and in accordance with this Section 6its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Lender shall give at least 15 days prior notice Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Borrower of the date on which such Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion is to be effectuated (such daterights set forth herein, the "Conversion Date"). The number of shares of Common Stock to which Lender conversion privilege shall be entitled deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be determined deemed to have been issued upon the date of receipt by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as Borrower of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn Notice of Conversion. The Holder shall be converted automatically into treated for all purposes as the record holder of such Common Stock without further action by Stock, unless the Lender and whether or not this Note has been surrendered to Holder provides the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect written instructions to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notecontrary.

Mechanics of Conversion. At any time from the date hereof, Lender may at its option elect In order to convert all the Loan (but not less than allin whole or in part) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into full shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The the Lender (i) shall give at least 15 days prior written notice to Borrower in the form of the date on which such conversion is to be effectuated (such date, the "Conversion Date"). The number of shares of Common Stock to which Lender shall be entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 Exhibit C hereto (the "Conversion PriceNotice") On by facsimile to the Conversion DateBorrower that the Lender elects to convert the principal amount (plus accrued but unpaid interest and default payments) specified therein, the outstanding Principal Amount which such notice and unpaid accrued interest xxxxxxn election shall be converted automatically into irrevocable (other than as described below), and (ii) as soon as practicable after such notice, shall surrender the Note, duly endorsed, by either overnight courier or 2-day courier, to the principal office of the Borrower; provided, however, that the Borrower shall not be obligated to issue certificates evidencing the shares of the Common Stock without further action by issuable upon such conversion unless either the Note evidencing the principal amount is delivered to the Borrower as provided above, or the Lender and whether or not this Note has been surrendered to notifies the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has Note(s) have been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute promptly executes an agreement reasonably satisfactory to the Borrower to indemnify the Borrower from any loss incurred by it in connection with inability such lost, stolen or destroyed Notes. If Lender is converting less than the maximum number of shares it may convert hereunder, the Borrower shall reissue the Note with the appropriate remaining principal amount as soon as practicable after the Borrower shall have received the Lender's surrendered Note. The Company shall issue and deliver within three (3) business days of the delivery to the Borrower of such Conversion Notice at the address of the Lender, or to its designee, a certificate or certificates for the number of shares of Common Stock to which the Lender shall be entitled as aforesaid, together with a Note or Notes for the principal amount of Notes not submitted for conversion. In the event that Lender or its designee has not received such certificate or certificates within ten (10) calendar days of the Borrower’s receipt of the Conversion Notice, the Lender may, in addition to deliver any other rights or remedies it may have, revoke its Conversion Notice. The conversion pursuant to this Sections 2. 5 shall be deemed to have been made immediately prior to the close of business on the Conversion Date. The person or persons entitled to receive the Common Shares issuable upon such Noteconversion shall be treated for all purposes as the record holder of the Note or Notes being converted at the close of business on the Conversion Date.

Mechanics of Conversion. At The conversion of this Note shall be conducted in the following manner: (1) To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Lender (the “Conversion Date”), the Lender shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Borrower's transfer agent). (2) Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Borrower's transfer agent, and pursuant to the terms of the Credit Agreement, the Borrower's transfer agent shall issue the applicable Conversion Shares to Lender as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower tails to issue the Conversion Confirmation), provided that the Borrower's transfer agent is participating in the Depository Trust Company’s(“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower's transfer agent to) electronically transmit the applicable Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender's prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. (3) The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date. (4) If in the case of any Conversion Notice, the certificate or certificates are not delivered to or as directed by the Lender by the date required hereby, the Lender shall be entitled to elect by written notice to the Borrower at any time from on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the date Borrower shall promptly return to the Lender any original Note delivered to the Borrower and the Lender shall promptly return to the Borrower the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Borrower. (5) The Borrower's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Lender or any other person or entity of any obligation to the Borrower or any violation or alleged violation of law by the Lender or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may at its option have against the Lender. In the event the Lender of this Note shall elect to convert any or all (but not less than all) of the outstanding Principal Amount principal amount hereof and accrued but unpaid accrued interest thereon as in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Lender or anyone associated or affiliated with the Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Lender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Lender to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Lender such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Note, the Borrower shall pay to such Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after the date into by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Lender's right to pursue actual damages or declare an Event of Default pursuant to the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Borrower's failure to deliver Conversion Shares within the period specified herein and such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower's transfer agent in accordance with the Credit Agreement, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Lender's conversion rights hereunder. (6) The issuance of certificates for shares of the Borrower's Common StockStock on conversion of this Note shall be made without charge to the Lender hereof for any documentary stamp or similar taxes, $0.001 par value per share or any other issuance or transfer fees of any nature or kind that may be payable in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower respect of the date on which issue or delivery of such conversion is certificates, any such taxes or fees, if payable, to be effectuated paid by the Borrower. (7) Borrower shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such date, the "Conversion Date"). The number of shares of Common Stock to which Lender as shall be entitled upon such necessary to effect the full conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 Note in accordance with its terms (the "Conversion Price") On “Share Reserve”).If at any time the Conversion DateShare Reserve is insufficient to effect the full conversion of the Note then outstanding, Borrower shall increase the outstanding Principal Amount Share Reserve accordingly. If Borrower does not have sufficient authorized and unpaid accrued interest xxxxxxn shall be converted automatically into the unissued shares of Common Stock without further available to increase the Share Reserve, Borrower shall call and hold a special meeting of the shareholders within forty-five (45) days of such occurrence, or take action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares equal to three (3) times the Conversion Date with respect Shares. Borrower’s management shall recommend to the Common Stock. Within fourteen (14) days subsequent shareholders to vote in favor of increasing the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the number of shares of Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Noteauthorized.

Mechanics of Conversion. At any time from To convert this Debenture (or a portion thereof) the date hereof, Lender may at its option elect Holder must (i) complete and sign the Notice of Conversion set forth as Exhibit A to convert all this Debenture (but not less than allthe "Notice of Conversion") and deliver the Notice of Conversion to the outstanding Principal Amount Company as herein provided and unpaid accrued interest thereon as of such date into shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender shall give at least 15 days (ii) on or prior notice to Borrower of the date on which such conversion delivery of Common Stock is required to be effectuated made hereunder, (such datex) deliver this Debenture, duly endorsed, to the "Company and (y) pay any transfer or similar tax if required. The Holder shall surrender this Debenture and the Notice of Conversion Date"to the Company (with an advance copy by facsimile of the Notice of Conversion). The number date on which Notice of shares of Common Stock to which Lender shall be entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 is given (the "Date of Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder date of record as receipt by the Company of the Conversion Date with respect facsimile of the Notice of Conversion, provided that this Debenture is received by the Company within five (5) business days thereafter. The Company shall not be obligated to cause the transfer agent for the Common Stock. Within fourteen Stock (14the "Transfer Agent") days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share issue certificates evidencing the shares of Common Stock in issuable upon such conversion unless either this Debenture has been received by the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion DateCompany or, Lender is unable to deliver if this Note, Lender shall notify Borrower or its transfer agent that such Note Debenture has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that destroyed, the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute Holder executes an agreement reasonably satisfactory to Borrower the Company to indemnify Borrower the Company from any loss incurred by it in connection with inability this Debenture. The Company shall cause the Transfer Agent to issue and deliver within two (2) business days after delivery to the Company of Lender this Debenture to the Holder of this Debenture at the address of the Holder on the books of the Company or as otherwise directed pursuant to the Notice of Conversion, a certificate or certificates for the number of shares of Common Stock to which such Holder shall be entitled as aforesaid. 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. Notwithstanding that the Holder is required to deliver such Note.this Debenture, duly endorsed, within five (5) business days after the Date of Conversion, if this Debenture is not received by the Company within ten 15W

Mechanics of Conversion. At any time from the date hereof, Lender may at its option elect In order to convert all the Loan (but not less than allin whole or in part) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into full shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The the Lender (i) shall give at least 15 days prior written notice to Borrower in the form of the date on which such conversion is to be effectuated (such date, the "Conversion Date"). The number of shares of Common Stock to which Lender shall be entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 Exhibit C hereto (the "Conversion PriceNotice") On by facsimile to the Conversion DateBorrower that the Lender elects to convert the principal amount (plus accrued but unpaid interest and default payments) specified therein, the outstanding Principal Amount which such notice and unpaid accrued interest xxxxxxn election shall be converted automatically into irrevocable (other than as described below), and (ii) as soon as practicable after such notice, shall surrender the Note, duly endorsed, by either overnight courier or 2-day courier, to the principal office of the Borrower; provided, however, that the Borrower shall not be obligated to issue certificates evidencing the shares of the Common Stock without further action by issuable upon such conversion unless either the Note evidencing the principal amount is delivered to the Borrower as provided above, or the Lender and whether or not this Note has been surrendered to notifies the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has Note(s) have been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute promptly executes an agreement reasonably satisfactory to the Borrower to indemnify the Borrower from any loss incurred by it in connection with inability such lost, stolen or destroyed Notes. If Lender is converting less than the maximum number of shares it may convert hereunder, the Borrower shall reissue the Note with the appropriate remaining principal amount as soon as practicable after the Borrower shall have received the Lender's surrendered Note. The Company shall issue and deliver within three (3) business days of the delivery to the Borrower of such Conversion Notice at the address of the Lender, or to its designee, a certificate or certificates for the number of shares of Common Stock to which the Lender shall be entitled as aforesaid, together with a Note or Notes for the principal amount of Notes not submitted for conversion. In the event that Lender or its designee has not received such certificate or certificates within ten (10) calendar days of the Borrower's receipt of the Conversion Notice, the Lender may, in addition to deliver any other rights or remedies it may have, revoke its Conversion Notice. The conversion pursuant to this Sections 2. 5 shall be deemed to have been made immediately prior to the close of business on the Conversion Date. The person or persons entitled to receive the Common Shares issuable upon such Noteconversion shall be treated for all purposes as the record holder of the Note or Notes being converted at the close of business on the Conversion Date.

Mechanics of Conversion. At any time from the date hereof, Lender may at its option elect to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower of the date on which such conversion is to be effectuated (such date, the "Conversion Date"). The number of No fractional shares of Common Stock shall be issued upon conversion of Debentures. In lieu of any fractional shares to which Lender the Holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. Before any Holder of Debentures shall be entitled upon to convert the same into full shares of Common Stock, and to receive certificates therefor, such conversion Holder shall be determined notify the Company in writing or by dividing Facsimile or electronic communication (xthe “Conversion Notice”) that the outstanding Principal Amount Holder elects to convert one or more Debentures and unpaid accrued interest thereon as (i) agree to surrender Debentures, duly endorsed, at the office of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into Company or of any transfer agent for the Common Stock without further action by when fully paid or converted (ii) notify the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower Company or its transfer agent that such Note has Debentures have been lost, stolen or destroyed and shall agrees to execute and deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon Company or its transfer agent and agreesatisfactory to the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower Company to indemnify Borrower the Company from any loss incurred by it in connection with inability such Debentures, and agree to surrender Debentures, duly endorsed, at the office of Lender the Company or of any transfer agent for the Common Stock when fully paid or converted. The Company shall, within three (3) business days after receipt of the Conversion Notice, issue and deliver at such office to deliver such NoteHolder, a certificate or certificates for the number of shares of Common Stock to which such Holder shall be entitled as aforesaid and a check payable to the Holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act or a merger, sale or liquidation of the Company, the conversion may, at the option of any Holder tendering Debentures for conversion, be conditioned upon the closing of such transaction, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion shall not be deemed to have converted such Debentures until immediately prior to the closing of such transaction. In the event that the certificate or certificates for the number of shares of Common Stock to which such Holder shall be entitled upon conversion shall not be timely delivered as required in this paragraph, or within one day thereafter, the Company shall pay to each Holder whose certificates were not timely delivered, upon written demand therefore, an amount equal to $100.00 for each $10,000 of principal amount of Debentures for each delay per day beyond the delivery date specified above (as liquidated damages and not as a penalty).

Mechanics of Conversion. At any time from the date hereof, Lender may at its option elect In order to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date Class A Senior Convertible Preferred Stock into full shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall surrender the certificate of certificates therefore, duly endorsed, by either overnight courier or 2-day courier, or in accordance with this Section 6. The Lender person to the office of the Company or of any transfer agent for its Common Stock, and shall give at least 15 days prior concurrent written notice to Borrower of its decision to exercise its right to convert the date on Class A Senior Convertible Preferred Stock, or part thereof by telecopying an executed and completed Notice of Conversion (a form of which such conversion is attached as Annex A) to the Company; provided, however, that the Company shall not be effectuated (such date, obligated to issue certificates evidencing the "Conversion Date"). The number of shares of Common Stock to which Lender shall be entitled issuable upon such conversion shall be determined by dividing (x) unless either the outstanding Principal Amount and unpaid accrued interest thereon as certificates evidencing such shares of Class A Senior Convertible Preferred Stock are delivered to the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower Company or its transfer agentagent as provided above, and Lender shall be deemed to be or the shareholder of record as of holder notifies the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower Company or its transfer agent that such Note has certificates have been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute executes an agreement reasonably satisfactory to Borrower the Company to evidence such loss and to indemnify Borrower the Company from any loss incurred by it in connection with inability such certificates. After delivery of Lender the certificates evidencing such shares of Class A Senior Convertible Preferred Stock and executed Notice of Conversion by Holder as set forth herein, the Company shall deliver as soon as reasonably practicable to deliver such NoteHolder 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 shall be entitled as aforesaid and, at the request of Holder, shall issue to Holder a new certificate of Class A Senior Convertible Preferred Stock containing the same date, provisions and stated amount of this Class A Senior Convertible Preferred Stock which shall not have been converted or paid. The date on which notice of conversion is given (the “Conversion Date”) shall be deemed to be the date set forth in such notice of conversion provided that delivery and advance facsimile notice is made as provided above and that the original certificates evidencing the Class A Senior Convertible Preferred Stock to be converted are received by the transfer agent or the Company 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 certificates evidencing the Class A Senior Convertible Preferred Stock to be converted is not received by the transfer agent or the Company within five (5) business days after the Conversion Date, the notice of conversion shall be deemed null and void.

Mechanics of Conversion. At any time from In the date hereof, Lender may at its option elect event that the Holder elects to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Note into shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall give notice of such election by delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with this Section 6its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Lender shall give at least 15 Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days prior notice to after receipt by the Borrower of the date on which such Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion is to be effectuated (such daterights set forth herein, the "Conversion Date"). The number of shares of Common Stock to which Lender conversion privilege shall be entitled deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be determined deemed to have been issued upon the date of receipt by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as Borrower of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn Notice of Conversion. The Holder shall be converted automatically into treated for all purposes as the record holder of such Common Stock without further action by Stock, unless the Lender and whether or not this Note has been surrendered to Holder provides the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect written instructions to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notecontrary.

Mechanics of Conversion. At any time from In the date hereof, Lender may at its option elect event that the Holder elects to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Note into shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with this Section 6its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "CONVERSION DATE"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit B. The Lender shall give at least 15 Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) business days prior notice to after receipt by the Borrower of the date on which such conversion is to be effectuated Notice of Conversion (such date, the "Conversion DateDELIVERY DATE"). The number In the case of shares the exercise of Common Stock to which Lender the conversion rights set forth herein the conversion privilege shall be entitled deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be determined deemed to have been issued upon the date of receipt by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as Borrower of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn Notice of Conversion. The Holder shall be converted automatically into treated for all purposes as the record holder of such Common Stock without further action by Stock, unless the Lender and whether or not this Note has been surrendered to Holder provides the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect written instructions to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notecontrary.

Mechanics of Conversion. At No fractional shares of Common Stock shall be issued upon any time from conversion of the date hereofprincipal indebtedness evidenced by the provisions of this Debenture. In lieu of any fractional shares to which Holder would otherwise be entitled, Lender may at its option elect Borrower shall pay Holder cash in the amount equal to the Conversion Price for such fractional shares. Before Holder shall be entitled to convert all (but not less than all) the indebtedness evidenced by the provisions of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Debenture into shares of Common Stock and to receive certificates therefor, Xxxxxx shall surrender the original copy of this Debenture, duly endorsed and cancelled, at the office of Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender and shall give at least 15 seventy-six (76) days prior written notice to Borrower at such office that Holder elects to so convert the principal indebtedness evidenced by the provisions of this Debenture, which date shall be the conversion date on which such conversion is to be effectuated (such date, the "“Conversion Date"”). The number of ; and provided, further, however, that Borrower shall not be obligated to issue certificates evidencing the shares of Common Stock or the Warrants unless the original endorsed and cancelled original copy of this Debenture is either delivered to which Lender shall be entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon Borrower, as of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Datespecified above, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Holder notifies Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note original copy of this Debenture has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute executes an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it Borrower in connection with inability such original copy of Lender this Debenture. Borrower shall, as soon as practicable after such delivery of an original copy of this Debenture, or such agreement and indemnification, issue and deliver or cause to deliver be issued and delivered at such Noteoffice to Holder, a certificate or certificates for the number of shares of Common Stock or Warrants to which Holder shall be entitled and a check payable to Holder in the amount of any cash amounts payable as a result of the conversion into fractional shares of Common Stock. The person or persons entitled to receive the shares of Common Stock or Warrants issuable upon any such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock or Warrants on such date.

Mechanics of Conversion. At any time from In the date hereof, Lender may at its option elect event that the Holder elects to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Note into shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall give notice of such election by delivering an executed and completed notice of conversion (" Notice of Conversion ") to the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with this Section 6its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the " Conversion Date "). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Borrower will use commercially reasonable efforts to cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder as promptly as practicable, but in any event within three (3) business days. The Lender Company shall give at least 15 days prior notice use commercially reasonable efforts, subject to the receipt of reasonably satisfactory customary supporting documentation, in the context of an exercise of a convertible note in conjunction with an immediate resale of the underlying shares, to issue such shares by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (" DTC ") through its Deposit Withdrawal Agent Commission ("DWAC") system after receipt by the Borrower of the date on which such conversion is to be effectuated Notice of Conversion (such date, the "Conversion Date" Delivery Date "), if so requested by the Holder. The number In the case of shares the exercise of Common Stock to which Lender the conversion rights set forth herein the conversion privilege shall be entitled deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be determined deemed to have been issued upon the date of receipt by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as Borrower of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn Notice of Conversion. The Holder shall be converted automatically into treated for all purposes as the record holder of such Common Stock without further action by Stock, unless the Lender and whether or not this Note has been surrendered to Holder provides the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect written instructions to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notecontrary.

Mechanics of Conversion. At any time from The Lender shall notify the date hereofBorrower in writing (the "Conversion Notice"), Lender may at in the manner prescribed in Section 11(e) of the Purchase Agreement, of its option elect desire to convert all (but not less than all) or part of the outstanding Principal Amount and aggregate amount of principal of this Convertible Subordinated Promissory Note plus interest, if any, that has accrued but remains unpaid accrued interest thereon as thereon. The Conversion Notice shall be accompanied by the original of such date into shares this Convertible Subordinated Promissory Note (or reasonable written assurance of the Borrower's Common Stock, $0.001 par value per share in accordance with loss or destruction of the original of this Section 6Convertible Subordinated Promissory Note). The Lender Conversion Notice shall give at least 15 days prior notice specify (i) the aggregate amount of principal of this Convertible Subordinated Promissory Note plus interest, if any, that has accrued but remains unpaid thereon to Borrower be converted (the "Conversion Amount"), (ii) the date of the date on which such desired conversion is to be effectuated (such date, the "Conversion Date"). The number of shares of ) and (iii) the name(s) which should appear on the stock certificate(s) to be issued by the Borrower which represent the Common Stock to which acquired by the Lender shall be entitled upon such conversion. If reasonably required by the Borrower, certificates surrendered for conversion shall be determined accompanied by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as a written instrument or instruments of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement form reasonably satisfactory to the Borrower. The Borrower shall not be required to indemnify pay any tax that may be payable in respect of any transfer involving the issuance and delivery of such certificates upon conversion in a name other than that of the Lender, and the Borrower from any loss incurred by it in connection with inability of Lender shall not be required to issue or deliver such Notecertificates unless or until the persons requesting the issuance thereof shall have established to the Borrower's reasonable satisfaction that any such taxes have been paid or will be paid by parties other than the Borrower.

Mechanics of Conversion. At If Lender determines that all or any time from the date hereof, Lender may at its option elect to convert all (but not less than all) portion of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of advances will be subject to conversion on the Borrower's Common Stock, $0.001 par value per share Maturity Date in accordance with this Section 6. The Agreement, Lender shall give at least 15 days prior notice deliver to Borrower not later than the Maturity Date, in accordance with Section 7, an executed notice of conversion (a “Conversion Notice”) that specifies (i) the date on which such conversion is to be effectuated Conversion Price and (such date, ii) the "Conversion Date")Amount. The number of shares of Common Stock to which Lender shall be entitled treated for all purposes as the record holder of the Shares issued upon such conversion from and after the Maturity Date. Borrower shall pay any and all transfer, stamp, issuance and similar taxes that may be determined by dividing (x) payable with respect to the outstanding Principal issuance and delivery of any Shares upon conversion of any Conversion Amount. Upon the consummation of a conversion of any Conversion Amount and unpaid accrued interest thereon as of the in compliance with this Section 13, only such Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to have been paid, and any and all other amounts outstanding hereunder from time to time and not converted into Shares shall continue as obligations under, and shall be governed by the shareholder terms of, this Agreement. If Guarantor shall fail, for any reason or for no reason, to properly issue Shares (or recognize the issuance of record as Shares) in connection with any conversion hereunder, then, in addition to all other remedies available to Lender, Lender, upon written notice to Borrower, may void such conversion and retain all of the Conversion Date its rights hereunder with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days any portion of the Conversion Dateadvances (and related interest) that has not been effectively converted pursuant to this Agreement. Nothing herein shall limit Xxxxxx’s right to pursue any other remedies available to it under this Agreement, Lender is unable at law or in equity, which remedies each of Borrower and Guarantor acknowledges and agrees include a decree of specific performance and/or injunctive relief with respect to deliver this Note, Lender shall notify Borrower or Xxxxxxxx’s and/or Guarantor’s failure to perform its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability any conversion of Lender to deliver such Note.advances. [Signature Page Follows] DocuSign Envelope ID: 14ADB087-70E8-4937-90E4-153420EAFA7D

Mechanics of Conversion. At any time from (i) To convert a Convertible Note, a holder must satisfy the date hereof, Lender may at its option elect to convert all (but not less than allrequirements of Section 4.2(c)(ii) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6below. The Lender shall give at least 15 days prior notice to Borrower of the date on which such the holder satisfies all of those requirements is the conversion is to be effectuated date (such date, the "Conversion Date"). As soon as practicable after the Conversion Date (and in any event within five (5) business days thereafter), the Company shall deliver to the holder a certificate for the number of whole shares of Common Stock issuable upon the conversion, or shall instruct its transfer agent to register such number of shares in such holder's name, and a check for any fractional share determined pursuant to Section 4.2(c) (iii) below. The person in whose name the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such person's rights as a holder of a Convertible Note with respect to the converted Convertible Note shall cease; provided, however, that no surrender of a Convertible Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive the shares of Common Stock upon such conversion as the stockholder of record of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person entitled to receive such shares of Common Stock as the stockholder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be at the Conversion Price in effect on the date that such Convertible Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Convertible Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Convertible Note, but if any holder surrenders a Convertible Note for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the holder of such Convertible Note on such record date. In such event, unless such Convertible Note has been called for redemption on or prior to such interest payment date, such Convertible Note, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted. If a holder converts more than one Convertible Note at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be based on the total principal amount of Convertible Notes converted. Upon surrender of a Convertible Note that is converted in part, the Company shall deliver for the holder a new Convertible Note equal in principal amount to the unconverted portion of the Convertible Note surrendered. (ii) To convert a Convertible Note, a holder must (1) complete, sign and deliver to the Company a notice of election to convert substantially in the form attached as Exhibit A-3 hereto, (2) surrender such Convertible Note to the Company, (3) furnish appropriate endorsements or transfer documents as may be reasonably required by the Company, (4) have satisfied any necessary filing requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xx xespect of its acquisition of the shares of Common Stock upon such conversion and the waiting period under such HSR Act shall have expired or been terminated without objection to such acquisition, (5) have received any other necessary regulatory consents to its acquisition of the shares of Common Stock upon such conversion and (6) pay any transfer or similar tax, if required. The number of shares of Common Stock to which Lender shall be entitled issuable upon such conversion shall be of a Convertible Note is determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as principal amount of such Convertible Note converted by the Conversion Date by $0.035 (the "Conversion Price") On Price in effect on the Conversion Date. (iii) At the request of a holder of a Convertible Note proposing to convert such Convertible Note, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agentCompany will cooperate with such holder in satisfying, and Lender shall be deemed use its commercially reasonable efforts to be assist the shareholder of record holder in satisfying, as promptly as reasonably practicable, the conditions to conversion set forth in clauses (4) and (5) of the Conversion Date foregoing Section 4.2(c)(ii), including, without limitation, the making of filings and the furnishing of information with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notethereto.

Mechanics of Conversion. At any time from In the date hereof, Lender may at its option elect event that the Holder elects to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Note into shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall give notice of such election by delivering an executed and completed notice of conversion (" Notice of Conversion ") to the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with this Section 6its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the " Conversion Date "). A form of Notice of Conversion that ma""""""""""""y be employed by the Holder is annexed hereto as Exhibit A. The Borrower will use commercially reasonable efforts to cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder as promptly as practicable, but in any event within three (3) business days. The Lender Company shall give at least 15 days prior notice use commercially reasonable efforts, subject to the receipt of reasonably satisfactory customary supporting documentation, in the context of an exercise of a convertible note in conjunction with an immediate resale of the underlying shares, to issue such shares by crediting the account of the Holder's designated broker with the Depository Trust Corporation (" DTC ") through its Deposit Withdrawal Agent Commission ("DWAC") system after receipt by the Borrower of the date on which such conversion is to be effectuated Notice of Conversion (such date, the "Conversion Date" Delivery Date "), if so requested by the Holder. The number In the case of shares the exercise of Common Stock to which Lender the conversion rights set forth herein the conversion privilege shall be entitled deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be determined deemed to have been issued upon the date of receipt by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as Borrower of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn Notice of Conversion. The Holder shall be converted automatically into treated for all purposes as the record holder of such Common Stock without further action by Stock, unless the Lender and whether or not this Note has been surrendered to Holder provides the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect written instructions to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notecontrary.

Mechanics of Conversion. At (a) The number of Underlying Shares issuable upon any time from conversion hereunder shall equal the date outstanding principal amount of this Note to be converted, divided by the Conversion Price on the Conversion Date. (b) The Company shall, by the fifth (5th) Business Day following each Conversion Date, issue or cause to be issued and cause to be delivered to or upon the written order of the Investor and in such name or names as the Investor may designate a certificate for the Underlying Shares issuable upon such conversion (including by electronic book-entry). The Investor, or any Person so designated by the Investor to receive Underlying Shares in accordance with the terms hereof, Lender may at its option elect shall be deemed to convert all (but not less than all) have become holder of the outstanding Principal Amount and unpaid accrued interest thereon record of such Underlying Shares as of such date into shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower of the date on which such conversion is to be effectuated (such date, the "Conversion Date"). (c) The Investor shall not be required to deliver the original Note in order to effect a conversion hereunder. The number of shares of Common Stock to which Lender shall be entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount Execution and unpaid accrued interest thereon as delivery of the Conversion Notice shall have the same effect as cancellation of the Note and issuance of a New Note representing the remaining outstanding principal amount. (d) If by the fifth (5th) Business Day after a Conversion Date the Company fails to deliver to the Investor such Underlying Shares in such amounts and in the manner required pursuant to Section 7, then the Investor will have the right to rescind the Conversion Notice pertaining thereto by $0.035 giving written notice to the Company prior to such Investor's receipt of such Underlying Shares. Without in any way limiting the Investor's right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the fifth (the "Conversion Price"5th) On the Trading Day after a Conversion Date, the outstanding Principal Amount Company shall pay to the Investor $500 per Trading Day in cash, for each Trading Day beyond the fifth (5th) Trading Day after a Conversion Date that the Company fails to deliver such Underlying Shares (the "Delivery Penalty"); provided however, that the Delivery Penalty shall not be earned and unpaid accrued interest xxxxxxn payable to the extent that the delay is caused in part or whole by factors or circumstances beyond the Company's control. The Delivery Penalty shall be converted automatically into paid to the Common Stock without further action Investor by the Lender and whether or not fifth (5th) business day of the month following the month in which such amount is earned or, at the option of the Investor (by written notice to the Company by the first (1st) day of the month following the month in which such amount is earned), shall be added to the principal amount of this Note, in which event any interest shall accrue thereon in accordance with the terms of this Note has been surrendered to Borrower or its transfer agent, and Lender such additional principal amount shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the convertible into Common Stock in accordance with the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days terms of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Note.

Mechanics of Conversion. At any time from the date hereof, Lender may at its option elect In order to convert all the Loan (but not less than allin whole or in part) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into full shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The the Lender (i) shall give at least 15 days prior written notice to Borrower in the form of the date on which such conversion is to be effectuated (such date, the "Conversion Date"). The number of shares of Common Stock to which Lender shall be entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 Exhibit C hereto (the "Conversion PriceNotice") On by facsimile to the Conversion DateBorrower that the Lender elects to convert the principal amount (plus accrued but unpaid interest and default payments) specified therein, the outstanding Principal Amount which such notice and unpaid accrued interest xxxxxxn election shall be converted automatically into irrevocable (other than as described below), and (ii) as soon as practicable after such notice, shall surrender the Note, duly endorsed, by either overnight courier or 2-day courier, to the principal office of the Borrower; provided, however, that the Borrower shall not be obligated to issue certificates evidencing the shares of the Common Stock without further action by issuable upon such conversion unless either the Note evidencing the principal amount is delivered to the Borrower as provided above, or the Lender and whether or not this Note has been surrendered to notifies the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has Note(s) have been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute promptly executes an agreement reasonably satisfactory to the Borrower to indemnify the Borrower from any loss incurred by it in connection with inability such lost, stolen or destroyed Notes. If Lender is converting less than the maximum number of shares it may convert hereunder, the Borrower shall reissue the Note with the appropriate remaining principal amount as soon as practicable after the Borrower shall have received the Lender's surrendered Note. The Company shall issue and deliver within three (3) business days of the delivery to the Borrower of such Conversion Notice at the address of the Lender, or to its designee, a certificate or certificates for the number of shares of Common Stock to which the Lender shall be entitled as aforesaid, together with a Note or Notes for the principal amount of Notes not submitted for conversion. In the event that Lender or its designee has not received such certificate or certificates within ten (10) calendar days of the Borrower’s receipt of the Conversion Notice, the Lender may, in addition to deliver any other rights or remedies it may have, revoke its Conversion Notice. The conversion pursuant to this Sections 2.7 shall be deemed to have been made immediately prior to the close of business on the Conversion Date. The person or persons entitled to receive the Common Shares issuable upon such Noteconversion shall be treated for all purposes as the record holder of the Note or Notes being converted at the close of business on the Conversion Date.

Mechanics of Conversion. At The conversion of this Note shall be conducted in the following manner: upon any time from conversion of this Note (or any portion hereof): (i) the date hereofHolder shall deliver a completed and executed Notice of Conversion attached hereto as Exhibit A specifying, Lender may at its option elect inter alia, the principal amount of this Note that is to convert all be converted and shall surrender and deliver this Note (but not less than allduly endorsed and together with the Sister Vesting Warrant (as hereinafter defined)) of to the outstanding Principal Amount and unpaid accrued interest thereon as of Company’s office or such date into shares of other address that the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender Company shall give at least 15 days prior notice to Borrower of designate (the date on which the Holder so delivers such conversion Notice of Conversion and so surrenders and delivers this Note and Vesting Warrant or the next following Business Day if such date is not a Business Day is hereinafter referred to be effectuated as the “Conversion Date”); (such dateii) in exchange for this Note as so surrendered, the "Conversion Date"). The Company shall prepare and deliver irrevocable instructions addressed to the Company’s transfer agent to issue to the Holder a number of shares Shares equal to the aggregate of Common Stock to which Lender shall be entitled upon such conversion shall be determined by dividing (xA) (I) the outstanding Principal Amount and principal amount of this Note then being converted divided by (II) the then applicable Conversion Price plus (B) (I) the amount of unpaid interest that has accrued interest thereon as on such principal amount through, but not including, the Conversion Date, divided by (II) the greater of the then applicable Conversion Date Price and such other price as may be required by $0.035 applicable law or stock exchange rule without requiring shareholder approval (which greater price, if determined in Canadian Dollars, shall be converted into United States Dollars by multiplying the "number of Canadian Dollars by the Deemed Currency Conversion Price"Rate), which Shares shall be delivered to the Holder within five (5) On Business Days following the Conversion Date; and (iv) in the event this Note is converted only in part, and not in full, within five (5) Business Days following the Conversion Date, the outstanding Principal Amount Company shall issue and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect provide to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agentHolder an 8% Unsecured Convertible Redeemable Note, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock substantially in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days form of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent in a principal amount equal to the unconverted principal amount of this Note (any such new 8% Unsecured Convertible Redeemable Note, a “Replacement Note”) and (B) a new Vesting Warrant that such Note is substantially in the form of the Sister Vesting Warrant that has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Note.surrendered

Mechanics of Conversion. At any time from the date hereof, Lender may at its option elect to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower of the date on which such conversion is to be effectuated (such date, the "Conversion Date"). The number of shares of Common Stock to which Lender shall be entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount Axxxxx and unpaid accrued interest xxxxxxn thereon shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Note.

Mechanics of Conversion. At any time from In the date hereof, Lender may at its option elect event that the Holder elects to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Note into shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall give notice of such election by delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with this Section 6its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Lender shall give at least 15 Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days prior notice to after receipt by the Borrower of the date on which such conversion is to be effectuated Notice of Conversion (such date, the "Conversion “Delivery Date"”). The number In the case of shares the exercise of Common Stock to which Lender the conversion rights set forth herein the conversion privilege shall be entitled deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be determined deemed to have been issued upon the date of receipt by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as Borrower of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn Notice of Conversion. The Holder shall be converted automatically into treated for all purposes as the record holder of such Common Stock without further action by Stock, unless the Lender and whether or not this Note has been surrendered to Holder provides the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect written instructions to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notecontrary.

Mechanics of Conversion. At any time from the date hereof, Lender may at its option elect to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower of the date on which such conversion is to be effectuated (such date, the "Conversion Date"). The number of No fractional shares of Common Stock to which Lender shall be entitled issued upon conversion of this Note. In lieu thereof, the Corporation shall round up to the nearest whole share. In the case of a dispute as to the calculation of the Conversion Price, the Corporation's calculation shall be deemed conclusive absent manifest error. In order to convert this Note into full shares of Common Stock, the Holder shall surrender this Note, duly endorsed, to the Escrow Agent, together with the Conversion Notice that it elects to convert the same, the amount of principal to be so converted, and a calculation of the Conversion Price (with an advance copy of the Note and the notice by facsimile); provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion shall be determined by dividing (x) unless either the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect is delivered to the Common Stock. Within fourteen (14) days subsequent to Escrow Agent as provided above, or the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing Holder notifies the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent Corporation that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute executes an agreement reasonably satisfactory to Borrower the Corporation to indemnify Borrower the Corporation from any loss incurred by it in connection with inability of Lender to deliver such Note. Within three (3) business days after receiving a properly submitted Conversion Notice, the Escrow Agent shall instruct Continental Stock Transfer Corporation or any duly appointed transfer agent of the Corporation subsequently designated (the "Transfer Agent") to issue and deliver as promptly as practicable to the Escrow Agent at the address of the Escrow Agent as hereinafter set forth, a certificate or certificates for the number of shares of Common Stock and Warrants to which it shall be entitled (subject to the delivery of the original Note to the Escrow Agent). In the absence of an opinion of counsel to the Holder reasonably acceptable to the Corporation indicating that the securities underlying this Note may be issued without restrictive legends pursuant to an exemption from the Act, or the registration thereof, the certificate or certificates representing such underlying securities shall bear a legend substantially similar to that set forth on this Note. The date of conversion (the "Date of Conversion") shall be the date on which the Conversion Notice is received by the Escrow Agent and the Corporation and the person or persons entitled to receive the shares of Common Stock and Warrants issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such shares of Common Stock and Warrants on such date.

Mechanics of Conversion. At The conversion of this Note shall be conducted in the following manner: (1) To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Lender (the “Conversion Date”), the Lender shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Borrower’s transfer agent). (2) Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue its Conversion Confirmation within said one (1) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Borrower’s transfer agent, and pursuant to the terms of the Credit Agreement, the Borrower’s transfer agent shall issue the applicable Conversion Shares to Lender as hereby provided. Within one (1) Business Day after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower tails to issue the Conversion Confirmation), provided that the Borrower’s transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower’s transfer agent to) electronically transmit the applicable Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Credit Agreement, the Lender may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. (3) The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record Lender(s) of such shares of Common Stock as of the Conversion Date. (4) If in the case of any Conversion Notice, the certificate or certificates are not delivered to or as directed by the Lender by the date required hereby, the Lender shall be entitled to elect by written notice to the Borrower at any time from on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the date Borrower shall promptly return to the Lender any original Note delivered to the Borrower and the Lender shall promptly return to the Borrower the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Borrower. (5) The Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Lender or any other person or entity of any obligation to the Borrower or any violation or alleged violation of law by the Lender or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may at its option have against the Lender. In the event the Lender of this Note shall elect to convert any or all (but not less than all) of the outstanding Principal Amount principal amount hereof and accrued but unpaid accrued interest thereon as in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Lender or anyone associated or affiliated with the Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Lender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Lender, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Lender to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Lender such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Note, the Borrower shall pay to such Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after the date into by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Lxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Borrower’s failure to deliver Conversion Shares within the period specified herein and such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower’s transfer agent in accordance with the Credit Agreement, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Lxxxxx’s conversion rights hereunder. (6) The issuance of certificates for shares of the Borrower's Common StockStock on conversion of this Note shall be made without charge to the Lender hereof for any documentary stamp or similar taxes, $0.001 par value per share or any other issuance or transfer fees of any nature or kind that may be payable in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower respect of the date on which issue or delivery of such conversion is certificates, any such taxes or fees, if payable, to be effectuated paid by the Borrower. (7) Borrower shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such date, the "Conversion Date"). The number of shares of Common Stock to which Lender as shall be entitled upon such necessary to effect the full conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 Note in accordance with its terms (the "Conversion Price") On “Share Reserve”). If at any time the Conversion DateShare Reserve is insufficient to effect the full conversion of the Note then outstanding, Borrower shall increase the outstanding Principal Amount Share Reserve accordingly. If Borrower does not have sufficient authorized and unpaid accrued interest xxxxxxn shall be converted automatically into the unissued shares of Common Stock without further available to increase the Share Reserve, Borrower shall call and hold a special meeting of the shareholders within forty-five (45) days of such occurrence, or take action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as written consent of the Lenders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares equal to two (2) times the Conversion Date with respect Shares. Bxxxxxxx’s management shall recommend to the Common Stock. Within fourteen (14) days subsequent shareholders to vote in favor of increasing the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the number of shares of Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Noteauthorized.

Mechanics of Conversion. At No fractional shares of Common Stock shall be issued upon any time from conversion of the date hereofprincipal indebtedness evidenced by the provisions of this Debenture. In lieu of any fractional shares to which Holder would otherwise be entitled, Lender may at its option elect Borrower shall pay Holder cash in the amount equal to the Conversion Price for such fractional shares. Before Holder shall be entitled to convert all (but not less than all) the indebtedness evidenced by the provisions of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Debenture into shares of Common Stock and to receive certificates therefor, Xxxxxx shall surrender the original copy of this Debenture, duly endorsed and cancelled, at the office of Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The Lender and shall give at least 15 thirty (30) days prior written notice to Borrower at such office that Holder elects to so convert the principal indebtedness evidenced by the provisions of this Debenture, which date shall be the conversion date on which (“Conversion Date”); and provided, further, however, that Borrower shall not be obligated to issue certificates evidencing the shares of Common Stock issuable unless the original endorsed and cancelled original copy of this Debenture is either delivered to Borrower, as specified above, or Holder notifies Borrower that such conversion is original copy of this Debenture has been lost, stolen or destroyed and executes an agreement to indemnify Borrower from any loss incurred by Borrower in connection with such original copy of this Debenture. Borrower shall, as soon as practicable after such delivery of an original copy of this Debenture, or such agreement and indemnification, issue and deliver or cause to be effectuated (issued and delivered at such dateoffice to Holder, a certificate or certificates for the "Conversion Date"). The number of shares of Common Stock to which Lender Holder shall be entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn shall be converted automatically into the Common Stock without further action by the Lender and whether or not this Note has been surrendered a check payable to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock Holder in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days amount of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Note.cash amounts

Mechanics of Conversion. At The conversion of this Note shall be conducted in the following manner, to the extent Lender has the right to convert this Note into shares of Common Stock: (1) To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Lender (the “Conversion Date”), the Lender shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Borrower's transfer agent). (2) Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Lender indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Borrower's transfer agent, and pursuant to the terms of the Credit Agreement, the Borrower's transfer agent shall issue the applicable Conversion Shares to Lender as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower's transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and legends are not required under the terms of the Credit Agreement, the Borrower shall, subject to Lender timely providing all information required regarding Lender’s prime broker with DTC, cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Irrevocable Transfer Agent Instructions, the Lender may request the Borrower's transfer agent to) electronically transmit the applicable Conversion Shares to which the Lender shall be entitled by crediting the account of the Lender's prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower's transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Irrevocable Transfer Agent Instructions, the Lender may request the Borrower's transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. (3) The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date. (4) If in the case of any Conversion Notice, the certificate or certificates required hereunder to be delivered are not delivered to or as directed by the Lender by the date required hereby, the Lender shall be entitled to elect by written notice to the Borrower at any time from on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the date Borrower shall promptly return to the Lender any original Note delivered to the Borrower and the Lender shall promptly return to the Borrower the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Borrower. (5) The Borrower's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and, unless specified otherwise herein, unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Lender or any other person or entity of any obligation to the Borrower or any violation or alleged violation of law by the Lender or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may at its option have against the Lender. In the event the Lender of this Note shall elect to convert any or all (but not less than all) of the outstanding Principal Amount principal amount hereof and accrued but unpaid accrued interest thereon as in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Lender or anyone associated or affiliated with the Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Lender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Lender to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Lender such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Note, the Borrower shall pay to such Lender, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per Business Day for each Business Day after the date into by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Lender's right to pursue actual damages or declare an Event of Default pursuant to the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Borrower's failure to deliver Conversion Shares within the period specified herein and such Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Borrower's transfer agent in accordance with the Irrevocable Transfer Agent Instructions, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Lender upon exercise of Lender's conversion rights hereunder. (6) The issuance of certificates for shares of the Borrower's Common StockStock on conversion of this Note shall be made without charge to the Lender hereof for any documentary stamp or similar taxes, $0.001 par value per share or any other issuance or transfer fees of any nature or kind that may be payable in accordance with this Section 6. The Lender shall give at least 15 days prior notice to Borrower respect of the date on which issue or delivery of such conversion is certificates, any such taxes or fees, if payable, to be effectuated paid by the Borrower, provided that Borrower shall not be responsible for any income, capital gains or similar tax imposed on Lender. (7) Borrower shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such date, the "Conversion Date"). The number of shares of Common Stock to which Lender as shall be entitled upon such necessary to effect the full conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by $0.035 Note in accordance with its terms (the "Conversion Price") On “Share Reserve”). If at any time the Conversion DateShare Reserve is insufficient to effect the full conversion of the Note then outstanding, Borrower shall increase the outstanding Principal Amount Share Reserve accordingly. If Borrower does not have sufficient authorized and unpaid accrued interest xxxxxxn shall be converted automatically into the unissued shares of Common Stock without further available to increase the Share Reserve, Borrower shall call and hold a special meeting of the shareholders within forty-five (45) days of such occurrence, or take action by the Lender and whether or not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares equal to three (3) times the Conversion Date with respect Shares. Borrower’s management shall recommend to the Common Stock. Within fourteen (14) days subsequent shareholders to vote in favor of increasing the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the number of shares of Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Noteauthorized.

Mechanics of Conversion. At any time from In the date hereof, Lender may at its option elect event that the Holder elects to convert all (but not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date this Note into shares of the Borrower's Common Stock, $0.001 par value per share the Holder shall give notice of such election by delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the amount of Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with this Section 6its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "CONVERSION DATE"). A form of Notice of Conversion that may be employed by the Holder is annexed hereto as Exhibit A. The Lender shall give at least 15 Borrower will cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within three (3) business days prior notice to after receipt by the Borrower of the date on which such conversion is to be effectuated Notice of Conversion (such date, the "Conversion DateDELIVERY DATE"). The number In the case of shares the exercise of Common Stock to which Lender the conversion rights set forth herein the conversion privilege shall be entitled deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be determined deemed to have been issued upon the date of receipt by dividing (x) the outstanding Principal Amount and unpaid accrued interest thereon as Borrower of the Conversion Date by $0.035 (the "Conversion Price") On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest xxxxxxn Notice of Conversion. The Holder shall be converted automatically into treated for all purposes as the record holder of such Common Stock without further action by Stock, unless the Lender and whether or not this Note has been surrendered to Holder provides the Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of record as of the Conversion Date with respect written instructions to the Common Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver such Notecontrary.