Common use of Mechanics of Holder’s Conversion Clause in Contracts

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by the Borrower’s transfer agent and shall cause the transfer agent to issue and deliver at such office to the Holder a certificate or certificates for the number of Common Shares to which such Holder shall be entitled as aforesaid. The person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by the Holder with all the provisions of this Section 2.3.

Mechanics of Holder’s Conversion. The conversion of this Note shall be conducted in the following manner: (ai) In the event that Subject to Section 2(b) hereof, this Note may be converted by the Holder elects in whole or in part at any time from time to convert any amounts outstanding under time after the Issuance Date, by (A) submitting to the Company a Notice of Conversion in the form of Exhibit A (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) surrendering this Note into Common Stockat the principal office of the Company. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) not be required to physically surrender this Note to the Borrower, which Notice Company unless the entire unpaid principal amount of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being this Note is so converted. The original Holder and the Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (converted as hereinafter defined) and in accordance with its Notice of Conversionaforesaid, the Holder shall make may not transfer this Note unless the appropriate reduction Holder first physically surrenders this Note to the Principal AmountCompany, accrued interest whereupon the Company will forthwith issue and fees deliver upon the order of the Holder a new Note of like tenor, registered 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.” A form of Notice of Conversion to be employed Holder (upon payment by the Holder is annexed hereto of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder 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 and interest of this Note represented by this Note may be less than the amount stated on the face hereof. At such time as Exhibit A. such conversion has been effected, the rights of the Holder of this Note as the Holder of such Note shall cease (b) Pursuant with respect to the terms of a Notice of Conversionamount so converted), and the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by the Borrower’s transfer agent and shall cause the transfer agent to issue and deliver at such office to the Holder a Person or Persons in whose name or names any certificate or certificates for the number of Common Shares Stock are to which such Holder shall be entitled as aforesaid. The person or persons entitled to receive the Common Shares issuable issued upon such conversion shall be treated for all purposes as deemed to have become the record holder or holders of record of the Common Stock represented thereby. (ii) As soon as possible after the conversion has been effected, the Company or acquirer shall deliver to the converting holder a certificate or certificates representing the Conversion Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified. (iii) No fraction of shares or scrip representing fractions of shares will be issued on conversion. Upon any conversion of the entire outstanding principal of and interest on this Note, the number of shares or other securities issuable shall be rounded up to the nearest whole number. (iv) The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder hereof in respect thereof or other cost incurred by the Company or acquirer in connection with such conversion and the related issuance of Conversion Shares. (v) Neither the Company nor acquirer shall close its books against the transfer of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any holder of this Note required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Company). (vi) The Company or its acquirer shall at all times reserve and keep available out of its authorized but unissued shares of the common stock, solely for the purpose of issuance upon conversion hereunder, such number of shares of other type of capital securities of the Company or its acquirer issuable upon conversion. All Conversion Shares which are so issuable shall, when issued, be duly authorized and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company or its acquirer shall take all such actions as may be necessary to assure that all such Conversion Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by the Holder with all the provisions of this Section 2.3capital stock are quoted.

Mechanics of Holder’s Conversion. (a) In Subject to Section 3.3 hereof, this Debenture may be converted by Holder, in whole or in part from time to time after the event that Issuance Date, by submitting to Borrower and/or the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice transfer agent of such election by delivering an executed and completed record a notice of conversion (a “Notice of Conversion”) to ), the Borrower, form of which is attached hereto as Exhibit A. Such Notice of Conversion shall provide a breakdown in reasonable detail specify the Principal Amount of the Principal Amount, accrued interest and amounts being converted. The original Note is not required Debenture to be surrendered to converted and the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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 such conversion shall be deemed a effected (the “Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) ”). Pursuant to the terms of a the Notice of Conversion, the Borrower will shall issue instructions to the transfer agent accompanied by an opinion within two (2) Trading Days from the receipt of counsel, if so required by the Borrower’s transfer agent Notice of Conversion and shall cause the transfer agent to issue and deliver at such office to transmit the Holder a certificate or certificates for representing the number of Common Conversion Shares to which such Holder by physical delivery or crediting the account of Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within two (2) Trading Days after receipt by Borrower of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised, and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued, upon the Delivery Date and Holder shall be treated for all purposes as the record holder or holders of such shares Common Stock, unless Holder provides Borrower with written instructions to the contrary. Conversions hereunder shall have the effect of Common Stock on lowering the later outstanding Principal Amount of this Debenture in an amount equal to the date of applicable conversion. Hxxxxx and Borrower shall maintain records showing the Principal Amount(s) converted and the Conversion Notice Date(s). In the event of any dispute or discrepancy, the date records of compliance by Holder shall be controlling and determinative in the Holder with all the provisions absence of this Section 2.3manifest error.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts all or a portion of the outstanding under balance of this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords 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 to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within one (1) business day of the Borrower’s transfer agent date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for Holder. In the number case of Common Shares to which such Holder the exercise of the conversion rights set forth herein the conversion privilege shall be entitled as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts all or a portion of the outstanding under balance of this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) by facsimile or otherwise to the Borrower, which Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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 to be employed by the Holder is annexed hereto as Exhibit A.A. In addition to the provisions set forth herein with respect to any such conversion, the parties shall comply with the requirements of Section 9 of the Purchase Agreement. (b) Pursuant to the terms of a the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by under applicable securities laws, within one (1) business day of the Borrower’s transfer agent date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (a appropriate completed) (“Notice of Conversion”) to the Borrower, which Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied transmitted by facsimile to the Borrower Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) ”). Pursuant to the terms of a the Notice of Conversion, the Borrower Parent will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within one (1) Business Day of the Borrower’s transfer agent date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 Parent of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Shares, unless the Holder with all provides the provisions of this Section 2.3Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “"Notice of Conversion”") to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to the Borrower within three (3) 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.” ". A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by the Borrower’s 's transfer agent agent, within one (1) business day after the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this xxxx Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”"NOTICE OF CONVERSION") to the Borrower, which ROIE and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to ROIE within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower ROIE in accordance with the provisions hereof shall be deemed a “Conversion Date.” Date (the "CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) A. Pursuant to the terms of a the Notice of Conversion, the Borrower ROIE will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within two (2) business days of the Borrower’s transfer agent date of the delivery to ROIE of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 ROIE of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by ROIE of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides ROIE written instructions to the provisions of this Section 2.3contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords 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 to be employed by the Holder is annexed hereto as Exhibit A. (b) A. Pursuant to the terms of a the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within two (2) business days of the Borrower’s transfer agent date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Txxxxx Equipment and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to Txxxxx Equipment on the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Txxxxx Equipment in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date.” ”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) A. Pursuant to the terms of a the Notice of Conversion, the Borrower Txxxxx Equipment will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within two (2) business days of the Borrower’s transfer agent date of the delivery to Txxxxx Equipment of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 Txxxxx Xxxxxxxxx of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by Txxxxx Equipment of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides Txxxxx Equipment written instructions to the provisions of this Section 2.3contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “"Notice of Conversion”") to the Borrower, which Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords 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 to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within one (1) business day of the Borrower’s transfer agent date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under portion of this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Company. The Notice of Conversion shall (i) provide a breakdown in reasonable detail of the Principal Amount, Amount and/or accrued interest and amounts that is being converted. The original Note is not required , (ii) state the denominations in which such Holder wishes the certificate or certificates for the Conversion Shares to be surrendered issued and (iii) surrender this Note to the Borrower until all sums due under the Note have been paidCompany. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder Company shall make the appropriate reduction to the Principal Amount, Amount and/or accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to the Holder within five (5) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) ”). Pursuant to the terms of a the Notice of Conversion, the Borrower Company will issue instructions to the its transfer agent accompanied by an opinion of counselagent, if so required by the Borrower’s transfer agent and shall cause the transfer agent to issue be issued and deliver at such office delivered to the Holder a certificate or not later than three (3) Business Days after each Conversion Date (the “Share Delivery Date”), certificates for the number of Common full shares of Conversion Shares to which such Holder shall be entitled as aforesaidaforesaid and, if necessary, the Company shall cause to be issued and delivered to the Holder a new promissory note representing any unconverted portion of this Note. The person or persons Company shall not issue fractional Conversion Shares upon conversion, but the number of Conversion Shares to be received by any Holder upon conversion shall be rounded down to the next whole number and the Holder shall be entitled to receive payment of the Common remaining Principal Amount by a Company check. In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Shares, unless the Holder with all provides the provisions of this Section 2.3Company written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the BorrowerCompany, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to be surrendered to the Borrower Company until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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 Company in accordance with the provisions hereof shall be deemed a “Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower Company will issue instructions to the transfer agent accompanied by an opinion of counsel, counsel (if so required by the BorrowerCompany’s transfer agent and agent), and, except as otherwise provided below, shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares (as defined below) to Holder by crediting the Holder a certificate or certificates for account of Holder’s designated broker with the number Depository Trust Corporation (“DTC”) through the Florida Atlantic Stock Transfer, Inc. (“FAST”) within three (3) business days after receipt by Company of Common Shares to which such Holder 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by Company of the Notice of Conversion. Holder shall be treated for all purposes as the record beneficial holder or holders of such shares of Common Stock Stock, or, in the case that Company delivers physical certificates as set forth below, the record holder of such shares of Common Stock, unless Holder provides Company written instructions to the contrary. Notwithstanding the foregoing to the contrary, Company or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on Holder’s behalf by FAST (or certificates free of restrictive legends) if the later registration statement providing for the resale of the date shares of Common Stock issuable upon the conversion of this Note is effective and Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements and has provided representations accordingly. In the event that Conversion Notice or Shares cannot be delivered to Holder by FAST, Company shall deliver physical certificates representing the date of compliance Conversion Shares by the Delivery Date to an address designated by Holder with all in the provisions of this Section 2.3.U.S.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”"NOTICE OF CONVERSION") to the Borrower, which Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords 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.” Date (the "CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within one (1) business day of the Borrower’s transfer agent date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects exxxxx to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “"Notice of Conversion”") to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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.” " A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by the Borrower’s 's transfer agent agent, within two (2) business days after the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock Stock, unless the Holder provides the Borrower written instructions to the contrary. Notwithstanding the foregoing to the contrary, the Borrower or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the later Holder's behalf via DWAC (or certificates free of restrictive legends) if the registration statement providing for the resale of the date shares of Common Stock issuable upon the conversion of this Note is effective and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. In the event that Conversion Notice or Shares cannot be delivered to the date of compliance Holder via DWAC, the Borrower shall deliver physical certificates representing the Conversion Shares by the Holder with all the provisions of this Section 2.3Delivery Date.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this converx xxxx Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “"Notice of Conversion”") to the Borrower, which Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords 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 to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within one (1) business day of the Borrower’s transfer agent date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this convxxx xxis Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “"Notice of Conversion”") to the Borrower, which Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords 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 to be employed by the Holder is annexed hereto as Exhibit A. (b) A. Pursuant to the terms of a the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within one (1) business day of the Borrower’s transfer agent date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts all or a portion of the outstanding under balance of this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords 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 to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within five (5) business days of the Borrower’s transfer agent date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for Holder. In the number case of Common Shares to which such Holder the exercise of the conversion rights set forth herein the conversion privilege shall be entitled as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the xxxx xhe Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit B hereto (a “appropriately completed) ("Notice of Conversion”") to the Borrower, which Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Parent in accordance with the provisions hereof shall be deemed a “Conversion Date (the "Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) "). Pursuant to the terms of a the Notice of Conversion, the Borrower Parent will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within one (1) Business Day of the Borrower’s transfer agent date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 Parent of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Shares, unless the Holder with all provides the provisions of this Section 2.3Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. The conversion of this Note shall be conducted in the following manner: (ai) In the event that Subject to Section 2(b) hereof, this Note may be converted by the Holder elects in whole or in part at any time from time to convert any amounts outstanding under time after the Issuance Date, by (A) submitting to the Company a Notice of Conversion in the form of Exhibit A (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) surrendering this Note into Common Stockat the principal office of the Company. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) not be required to physically surrender this Note to the Borrower, which Notice Company unless the entire unpaid principal amount of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being this Note is so converted. The original Holder and the Company shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall, prima fade, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (converted as hereinafter defined) and in accordance with its Notice of Conversionaforesaid, the Holder shall make may not transfer this Note unless the appropriate reduction Holder first physically surrenders this Note to the Principal AmountCompany, accrued interest whereupon the Company will forthwith issue and fees deliver upon the order of the Holder a new Note of like tenor, registered 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.” A form of Notice of Conversion to be employed Holder (upon payment by the Holder is annexed hereto of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder 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 and interest of this Note represented by this Note may be less than the amount stated on the face hereof. At such time as Exhibit A. such conversion has been effected, the rights of the Holder of this Note as the Holder of such Note shall cease (b) Pursuant with respect to the terms of a Notice of Conversionamount so converted), and the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by the Borrower’s transfer agent and shall cause the transfer agent to issue and deliver at such office to the Holder a Person or Persons in whose name or names any certificate or certificates for the number of Common Shares Stock are to which such Holder shall be entitled as aforesaid. The person or persons entitled to receive the Common Shares issuable issued upon such conversion shall be treated for all purposes as deemed to have become the record holder or holders of record of the Common Stock represented thereby. (ii) As soon as possible after the conversion has been effected, the Company or acquirer shall deliver to the converting holder a certificate or certificates representing the Conversion Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified. (iii) No fraction of shares or scrip representing fractions of shares will be issued on conversion. Upon any conversion of the entire outstanding principal of and interest on this Note, the number of shares or other securities issuable shall be rounded up to the nearest whole number. (iv) The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder hereof in respect thereof or other cost incurred by the Company or acquirer in connection with such conversion and the related issuance of Conversion Shares. (v) Neither the Company nor acquirer shall close its books against the transfer of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any holder of this Note required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Company). (vi) The Company or its acquirer shall at all times reserve and keep available out of its authorized but unissued shares of the common stock, solely for the purpose of issuance upon conversion hereunder, such number of shares of other type of capital securities of the Company or its acquirer issuable upon conversion. All Conversion Shares which are so issuable shall, when issued, be duly authorized and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company or its acquirer shall take all such actions as may be necessary to assure that all such Conversion Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by the Holder with all the provisions of this Section 2.3capital stock are quoted.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords 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 to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the A. The Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by the Borrower’s transfer agent and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note xxxx Xote into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”"NOTICE OF CONVERSION") to the Borrower, which Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to the Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Company in accordance with the provisions hereof shall be deemed a “Conversion Date.” Date (the "CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) A. Pursuant to the terms of a the Notice of Conversion, the Borrower Company will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within one (1) Business Day of the Borrower’s transfer agent date of the delivery to the Company of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 Company of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Shares, unless the Holder with all provides the provisions of this Section 2.3Company written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (a appropriate completed) (“Notice of Conversion”) to the Borrower, which Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to the Company within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) ”). Pursuant to the terms of a the Notice of Conversion, the Borrower Company will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by required, within one (1) business day of the Borrower’s transfer agent date of the delivery to the Company of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 Company of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Shares, unless the Holder with all provides the provisions of this Section 2.3Company written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to the Company within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date.” ”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) A. Pursuant to the terms of a the Notice of Conversion, the Borrower Company will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within two (2) business days of the Borrower’s transfer agent date of the delivery to the Company of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 Company of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Shares, unless the Holder with all provides the provisions of this Section 2.3Company written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In Subject to Section 3.3 hereof, this Debenture may be converted by Holder, in whole or in part from time to time after the event that Issuance Date, by submitting to Borrower and/or the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice transfer agent of such election by delivering an executed and completed record a notice of conversion (a “Notice of Conversion”) to ), the Borrower, form of which is attached hereto as Exhibit A. Such Notice of Conversion shall provide a breakdown in reasonable detail specify the Principal Amount of the Principal Amount, accrued interest and amounts being converted. The original Note is not required Debenture to be surrendered to converted and the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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 such conversion shall be deemed a effected (the “Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) ”). Pursuant to the terms of a the Notice of Conversion, the Borrower will shall issue instructions to the transfer agent accompanied by an opinion within two (2) Trading Days from the receipt of counsel, if so required by the Borrower’s transfer agent Notice of Conversion and shall cause the transfer agent to issue and deliver at such office to transmit the Holder a certificate or certificates for representing the number of Common Conversion Shares to which such Holder by physical delivery or crediting the account of Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within two (2) Trading Days after receipt by Borrower of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised, and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued, upon the Delivery Date and Holder shall be treated for all purposes as the record holder or holders of such shares Common Stock, unless Holder provides Borrower with written instructions to the contrary. Conversions hereunder shall have the effect of Common Stock on lowering the later outstanding Principal Amount of this Debenture in an amount equal to the date of applicable conversion. Xxxxxx and Borrower shall maintain records showing the Principal Amount(s) converted and the Conversion Notice Date(s). In the event of any dispute or discrepancy, the date records of compliance by Holder shall be controlling and determinative in the Holder with all the provisions absence of this Section 2.3manifest error.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “"Notice of Conversion”") to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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.” " A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, counsel (if so required by the Borrower’s 's transfer agent and agent), and, except as otherwise provided below, shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for the number of Common Shares to which such Holder shall be entitled as aforesaid. The person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by the Holder with all the provisions of this Section 2.3Delivery Date to an address designated by Holder.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note txxx Xxte into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (a “Notice of Conversion”appropriate completed) ("NOTICE OF CONVERSION") to the Borrower, which Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to the Company within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Company in accordance with the provisions hereof shall be deemed a “Conversion Date.” A form of Notice of Conversion to be employed by Date (the Holder is annexed hereto as Exhibit A. (b) "CONVERSION DATE"). Pursuant to the terms of a the Notice of Conversion, the Borrower Company will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within three (3) business days of the Borrower’s transfer agent date of the delivery to the Company of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 Company of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Shares, unless the Holder with all provides the provisions of this Section 2.3Company written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note txxx Xxte into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit B hereto (a “Notice of Conversion”appropriate completed) ("NOTICE OF CONVERSION") to the Borrower, which Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to the Parent within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Parent in accordance with the provisions hereof shall be deemed a “Conversion Date.” A form of Notice of Conversion to be employed by Date (the Holder is annexed hereto as Exhibit A. (b) "CONVERSION DATE"). Pursuant to the terms of a the Notice of Conversion, the Borrower Parent will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within one (1) business day of the Borrower’s transfer agent date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 Parent of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Shares, unless the Holder with all provides the provisions of this Section 2.3Parent written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common StockConversion Shares, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “"Notice of Conversion”") to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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.” " A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms C. Upon delivery of a Notice of ConversionConversion in proper form, the Borrower will issue instructions Principal Amount and interest covered by such Notice of Conversion shall be deemed to be converted for all purposes, without further action required on the transfer agent accompanied by an opinion part of counsel, if so required by the Borrower’s transfer agent and shall cause the transfer agent to issue and deliver at such office to the Holder a certificate or certificates for the number of Common Shares to which such Holder shall be entitled as aforesaid. The person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by the Holder with all the provisions of this Section 2.3Borrower.

Mechanics of Holder’s Conversion. (a) In the event that the Holder Holder, pursuant to Section 3.1, elects to convert this Note, or any amounts outstanding under this Note portion hereof, into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit B hereto (a appropriate completed) (“Notice of Conversion”) to the Borrower, which Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to the Company within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) ”). Pursuant to the terms of a the Notice of Conversion, the Borrower Company will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within one (1) business day of the Borrower’s transfer agent date of the delivery to the Company of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 Company of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Shares, unless the Holder with all provides the provisions of this Section 2.3Company written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by the Borrower’s transfer agent and shall cause the transfer agent to issue and deliver at such office to the Holder a certificate or certificates for the number of Common Shares to which such Holder shall be entitled as aforesaid. The person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by the Holder with all the provisions of this Section 2.33.2.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “"Notice of Conversion”") to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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.” " A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, counsel (if so required by the Borrower’s 's transfer agent and agent), and, except as otherwise provided below, shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record beneficial holder or holders of such shares of Common Stock Stock, or, in the case that Borrower delivers physical certificates as set forth below, the record holder of such shares of Common Stock, unless the Holder provides the Borrower written instructions to the contrary. Notwithstanding the foregoing to the contrary, the Borrower or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the later Holder's behalf via DWAC (or certificates free of restrictive legends) if the registration statement providing for the resale of the date shares of Common Stock issuable upon the conversion of this Note is effective and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements and has provided representations accordingly. In the event that Conversion Notice or Shares cannot be delivered to the date of compliance Holder via DWAC, the Borrower shall deliver physical certificates representing the Conversion Shares by the Delivery Date to an address designated by Holder with all in the provisions of this Section 2.3.U.S.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert all or any amounts outstanding under part of this Note Debenture into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form attached hereto as Exhibit A (a the “Notice of Conversion”) to the Borrower, which Company on or before each Conversion Date (as defined below) and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, Face Amount and accrued but unpaid interest and amounts thereon that are being converted. The original Note is not required to be surrendered In addition, concurrently with providing In addition, concurrently with providing the Notice of Conversion to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) Company, and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, outstanding Face Amount and accrued and unpaid interest and fees thereon as entered in its recordsrecords and shall provide written notice of such adjustment to the Company. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) ”). Pursuant to the terms of a the Notice of Conversion, the Borrower Company will issue issue, within two (2) business days following a Conversion Date, instructions to the transfer agent agent, accompanied by an opinion of counsel, if so required by to issue to the Borrower’s transfer agent Holder certificates representing the Conversion Shares (as hereinafter defined) and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for within five (5) business days thereafter. In the number case of Common Shares to which such Holder the exercise of the conversion rights set forth herein, the conversion privilege shall be entitled as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Shares, unless the Holder with all provides the provisions of this Section 2.3Company written instructions to the contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms of a Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by the Borrower’s transfer agent and shall cause the transfer agent to issue and deliver at such office to the Holder a certificate or certificates for the number of Common Shares to which such Holder shall be entitled as aforesaid. The person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by the Holder with all the provisions of this Section 2.32.2.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Xxxxxx Equipment and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts fees that are being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its recordsrecords and shall provide written notice thereof to Xxxxxx Equipment on the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower Xxxxxx Equipment in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date.” ”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) A. Pursuant to the terms of a the Notice of Conversion, the Borrower Xxxxxx Equipment will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within two (2) business days of the Borrower’s transfer agent date of the delivery to Xxxxxx Equipment of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the Conversion Shares to the Holder a certificate or certificates for by crediting the number account of Common Shares to which such Holder 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 Xxxxxx Xxxxxxxxx of 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by Xxxxxx Equipment of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by Stock, unless the Holder with all provides Xxxxxx Equipment written instructions to the provisions of this Section 2.3contrary.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note into Common StockConversion Shares, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its 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.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (b) Pursuant to the terms C. Upon delivery of a Notice of ConversionConversion in proper form, the Borrower will issue instructions Principal Amount and interest covered by such Notice of Conversion shall be deemed to be converted for all purposes, without further action required on the transfer agent accompanied by an opinion part of counsel, if so required by the Borrower’s transfer agent and shall cause the transfer agent to issue and deliver at such office to the Holder a certificate or certificates for the number of Common Shares to which such Holder shall be entitled as aforesaid. The person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by the Holder with all the provisions of this Section 2.3Borrower.

Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding under this Note Debenture into Common Stockcommon stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, principal amount and accrued interest and amounts being converted. The original Note is not required to be surrendered to the Borrower until all sums due under the Note have been paid. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, principal amount and accrued interest and fees as entered in its recordsrecords 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 to be employed by the Holder is annexed hereto as Exhibit A.1. (b) Pursuant to the terms of a the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by counsel within three (3) business days of the Borrower’s transfer agent date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to issue and deliver at such office transmit the certificates representing the shares of common stock to the Holder a certificate or certificates for within three (3) business days after receipt by the number Borrower of Common Shares to which such Holder 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 as aforesaid. The person or persons entitled deemed to receive have been exercised and the Common Shares shares of common stock issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the later of the date of the Conversion Notice or the date of compliance by common stock, unless the Holder with all provides the provisions of this Section 2.3Borrower written instructions to the contrary.