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

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by the Holder in part from time to time after the Issue Date, by submitting to the Borrower a Notice of Conversion (whether by facsimile, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time). 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 and shall provide written notice thereof to the Borrower on the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to 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. Pursuant to the terms of the Notice of Conversion, Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five (5) business 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 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 Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (a) In the event that the Holder in part from time elects to time after convert any amounts outstanding under this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (a "NOTICE OF CONVERSION") to the Borrower a Borrower, which Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on 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”)"CONVERSION DATE". A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. A. (b) Pursuant to the terms of the a Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel counsel, if so required by the Borrower's transfer agent, within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such shares of Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (a) In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on 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. A. (b) Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) 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, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on 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”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within two (2) business days day of the Conversion Date accompanied by an opinion date of counsel the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower a Company and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Company within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Company will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower the Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days Business Days after receipt by Borrower the Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Company written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit B hereto (appropriate completed) (“Notice of Conversion”) to the Borrower a Parent and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel to Borrower within three (3) business day of the date of the delivery to the Parent of the Amended and Restated Secured Convertible Term Note Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days after receipt by Borrower the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit B hereto (appropriately completed) (“Notice of Conversion”) to the Borrower a Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. The election to convert shall be irrevocable except (whether by facsimile, as i) if an Event of Default has occurred and is continuing or (ii) if the Parent has consented to such a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)revocation. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within three (3) Business Days of the date of the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days Business Days after receipt by Borrower the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower of the Notice of ConversionConversion Date. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrarycontrary and further provides Parent any information reasonably requested and pays any transfer taxes or other fees relating to the issuance of the shares in a name other than that of the Holder.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (a) In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on 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”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. A. (b) Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). The Borrower agrees that it will become eligible to use the DWAC system by the Effectiveness Date (as defined in the Registration Rights Agreement). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary. Conversions will have the effect of lowering the outstanding principal balance of the Note plus all accrued but unpaid interest thereon. The Holder and any assignee, by acceptance of this Note, hereby acknowledge and agree that due to the provisions of this paragraph, following any conversion of the Note the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face of the Note.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (a) In the event that the Holder in part from time elects to time after convert any amounts outstanding under this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (a "NOTICE OF CONVERSION") to the Borrower a Borrower, which Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on 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”)"CONVERSION DATE". A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. A. (b) Pursuant to the terms of the 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, within two (2) business days of the Conversion Date accompanied by an opinion date of counsel the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such shares of Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower a Company and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Company within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, Borrower Company will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by Borrower Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides Borrower Company written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to (a) Holder shall give notice of such future Conversions under Section 2.2, this Amended 3.1 hereof by delivering an executed and Restated Note may be converted by the Holder in part from time to time after the Issue Date, by submitting completed notice of conversion (“Notice of Conversion”) to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on within seven (7) 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. A. (b) Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within (three (3) business days of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) 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, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (a) In the event that the Holder in part from time elects to time after convert any amounts outstanding under this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (a "Notice of Conversion") to the Borrower a Company, which Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on Company within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. A. (b) Pursuant to the terms of the a Notice of Conversion, Borrower the Company will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel counsel, if so required by the Company's transfer agent, within one (1) business day of the date of the delivery to Borrower Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by Borrower the Company of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such shares of Common Stock, unless the Holder provides Borrower the Company written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("Notice of Conversion") to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the principal amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 Amountprincipal amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower on 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. Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) 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, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower a Company and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 AmountAxxxxx, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower on Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Company will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to Borrower the Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days Business Days after receipt by Borrower the Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Company written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit B hereto (appropriately completed) (“Notice of Conversion”) to the Borrower a Company and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Company will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within two (2) Business Day of the date of the delivery to Borrower the Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days Business Days after receipt by Borrower the Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be Secured Convertible Note 5 deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Company written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock of the Parent, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time substantially the form of Exhibit A hereto (appropriately completed) (“Notice of Conversion”) to time after the Issue Date, by submitting to the Borrower a such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days Business Days after receipt by Borrower the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the applicable Company written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Borrower a Parent and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) business days after the Conversion Date. Each date on which Secured Convertible Term Note a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within two (2) business days of the Conversion Date accompanied by an opinion date of counsel the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days after receipt by Borrower the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit B hereto (appropriately completed) ("Notice of Conversion") to the Borrower a Parent and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days Business Days after receipt by Borrower the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (a) In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on 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”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. A. (b) Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (a) In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on 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. A. (b) Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) 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, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower a Company and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Company within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, Borrower the Company will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by Borrower the Company of the Notice of Conversion (the “Delivery "DELIVERY Date”"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides Borrower the Company written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (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 part from time reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to time after the Issue Date, by submitting be surrendered to the Borrower a Notice of Conversion (whether by facsimile, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on until all sums due under the Conversion Date prior to 8:00 p.m., New York, New York time)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 and shall provide written notice thereof to the Borrower on the Conversion Daterecords. 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. (b) Pursuant to the terms of the a Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel to Borrower of counsel, if so required by the Notice of Conversion Borrower's transfer agent and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five two (52) 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, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 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 Holder's behalf via DWAC (or certificates free of restrictive legends) if the registration statement providing for the resale of the 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 Shares cannot be delivered to the Holder via DWAC, the Borrower shall deliver physical certificates representing the Conversion Shares by the Delivery Date.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects or is required to time after convert any of all of this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to 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. Pursuant to the terms of the Notice of Conversion, The Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days after receipt by the Borrower of the Notice of Conversion Date (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by the Borrower of the Notice of ConversionConversion Date. The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrarycontrary naming a nominee or transferee.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower a Parent and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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 the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days Business Days after receipt by Borrower the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit B hereto (appropriately completed) (“Notice of Conversion”) to the Borrower a Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. The election to convert shall be irrevocable except (whether by facsimile, as i) if an Event of Default has occurred and is continuing or (ii) if the Parent has consented to such a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)revocation. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of Parent’s counsel within three (3) Business Days of the date of the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days Business Days after receipt by Borrower the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower of the Notice of ConversionConversion Date. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrarycontrary and further provides Parent any information reasonably requested and pays any transfer taxes or other fees relating to the issuance of the shares in a name other than that of the Holder.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit B hereto (appropriate completed) ("Notice of Conversion") to the Borrower a Parent and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by Borrower the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Borrower a Company and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. The election to convert shall be irrevocable except (whether by facsimile, as i) if an Event of Default has occurred and is continuing or (ii) if the Company has consented to such a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)revocation. 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 and shall provide written notice thereof to the Borrower on Company within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Company will issue instructions to the transfer agent accompanied by an opinion of the Company’s counsel within two three (23) business days of the Conversion Date accompanied by an opinion date of counsel the delivery to Borrower the Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days after receipt by Borrower the Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower of the Notice of ConversionConversion Date. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Company written instructions to the contrarycontrary and further provides the Company any information reasonably requested and pays any transfer taxes or other fees relating to the issuance of the shares in a name other than that of the Holder.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit B hereto (appropriate completed) (“Notice of Conversion”) to the Borrower a Parent and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on 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 Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days after receipt by Borrower the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit A hereto (appropriately completed) ("NOTICE OF CONVERSION") to the Borrower a Parent and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within two (2) Business Days of the date of the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days Business Days after receipt by Borrower the Parent of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit B hereto (appropriately completed) (“Notice of Conversion”) to the Borrower a Company and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Company will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within two (2) Business Day of the date of the delivery to Borrower the Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days Business Days after receipt by Borrower the Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Company written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower a Company and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Company will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to Borrower the Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days Business Days after receipt by Borrower the Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Company written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the principal amount of this Note, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 Amountprincipal amount of this Note, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower on 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”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on 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”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within two (2) business days of the Conversion Date accompanied by an opinion date of counsel the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on 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. Pursuant to the terms of the Notice of Conversion, The Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) 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, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit B hereto (appropriate completed) (“Notice of Conversion”) to the Borrower a Parent and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) business days after receipt by Borrower the Parent of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (a) In the event that the Holder in part from time ----------------------------------- elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on 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 conversion date (the “Conversion Date”each, a "CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. A. (b) Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in part from time to time after substantially the Issue Date, by submitting form of Exhibit A hereto (appropriately completed) ("Notice of Conversion") to the Borrower a Parent and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees that are being converted. 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 and shall provide written notice thereof to the Borrower on Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to Borrower the 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. Pursuant to the terms of the Notice of Conversion, Borrower the Parent will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within two (2) Business Days of the date of the delivery to Borrower the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days Business Days after receipt by Borrower the Parent of the Notice of Conversion (the “"Delivery Date”"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, issued upon the date of receipt by Borrower the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such Common Stockthe Conversion Shares, unless the Holder provides Borrower the Parent written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (a) In the event that the Holder in part from time elects to time after convert this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion ("NOTICE OF CONVERSION") to the Borrower a and such Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on 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”"CONVERSION DATE"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. (a) (b) Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five three (53) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth herein, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (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 part from time reasonable detail of the Principal Amount, accrued interest and amounts being converted. The original Note is not required to time after the Issue Date, by submitting be surrendered to the Borrower a Notice of Conversion (whether by facsimile, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on until all sums due under the Conversion Date prior to 8:00 p.m., New York, New York time)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 and shall provide written notice thereof to the Borrower on the Conversion Daterecords. 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. (b) Pursuant to the terms of the a Notice of Conversion, the Borrower will issue instructions to the transfer agent within two (2) business days of the Conversion Date accompanied by an opinion of counsel to Borrower of counsel, if so required by the Notice of Conversion Borrower's transfer agent and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s 's designated broker with the Depository Trust Corporation (“"DTC”") through its Deposit Withdrawal Agent Commission (“"DWAC”") system within five four (54) 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, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 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 Holder’s behalf via DWAC (or certificates free of restrictive legends) if the registration statement providing for the resale of the 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 Shares cannot be delivered to the Holder via DWAC, the Borrower shall deliver physical certificates representing the Conversion Shares by the Delivery Date.

Mechanics of Hxxxxx’s Conversion. Subject to Section 2.2, this Amended and Restated Note may be converted by (a) In the event that the Holder in part from time elects to time after convert any amounts outstanding under this Note into Common Stock, the Issue Date, Holder shall give notice of such election by submitting delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower a Borrower, which Notice of Conversion (whether by facsimileshall provide a breakdown in reasonable detail of the Principal Amount, as a Portable Document (PDF) file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time)accrued interest and fees being converted. 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 and shall provide written notice thereof to the Borrower on 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. A. (b) Pursuant to the terms of the 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, within two (2) business days of the Conversion Date accompanied by an opinion date of counsel the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by physical delivery or crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within five three (53) 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, herein the conversion privilege shall be deemed to have been exercised, exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, 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 of such shares of Common Stock, unless the Holder provides the Borrower written instructions to the contrary.