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

Mechanics of Xxxxxx’s Conversion. 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 (“Notice of Conversion”) to the 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. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”), the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to 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 crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (“appropriate completed) ("Notice of Conversion”") to the 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. 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 Parent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to 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 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 three (3) Business Days business days after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (appropriately completed) (“Notice of Conversion”) to the 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. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to 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 crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 (“Notice of Conversion”) to the 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. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion is annexed hereto as Exhibit B. A. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”), the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to 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 crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. (a) 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 substantially the form of Exhibit B hereto (appropriately completed) (“Notice of Conversion”) to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees Amount that are is 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 Amount as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof (including Section 5.4) shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel (if requested by the Transfer Agent) within one three (13) Business Day Days of the date of the delivery to the Parent of the Notice of Conversion and shall cause (to the extent it has the ability to cause) the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion in accordance with Section 5.4 (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary. Any obligations of the Parent under this Section 3.4 are subject to the restrictions on conversions contained in Section 3.2, 3.3 and 3.10 of the Note.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (appropriate completed) (“Notice of Conversion”) to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 (“"Notice of Conversion”") to the Parent Xxxxxx Equipment and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, 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 Parent within two (2) Business Days after Xxxxxx Equipment on the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Xxxxxx Equipment in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit B. To A. Pursuant to the extent that a registration statement registering terms of the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statementConversion, an “Effective Registration Statement”), the Parent Xxxxxx Equipment will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Xxxxxx Equipment of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days business days after receipt by the Parent Xxxxxx Xxxxxxxxx of the Notice of Conversion (the “"Delivery Date”"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Xxxxxx Equipment of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Xxxxxx Equipment written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (“appropriate completed) ("Notice of Conversion”") to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (“Notice of Conversion”appropriate completed) ("NOTICE OF CONVERSION") to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (“appropriately completed) ("Notice of Conversion”") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, 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 Parent Borrower within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (appropriately completed) (“Notice of Conversion”) to the 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. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day Days of the date of the delivery to 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 crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (appropriately completed) (“Notice of Conversion”) to the 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. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to 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 crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.. Second A&R Minimum Borrowing Note 3

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (“appropriately completed) ("Notice of Conversion”") to the 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. During the period commencing on the date hereof and continuing through and including the twelve (12) month anniversary of the date hereof (but not thereafter) (the "Call Period"), the Parent shall have two (2) hours from the time that such Notice of Conversion is delivered to the Parent to provide the Holder with written notice (delivered to Holder via facsimile or email) of the Parent's decision to purchase the number of shares of Common Stock otherwise deliverable to the Holder pursuant to the Notice of Conversion (the "Designated Shares") for a purchase price equal to $1.50 per Designated Share (the "Disposition Price"). The Disposition Price shall be paid by the Parent to the Holder by wire transfer of immediately available funds within two (2) business days of the date of the Notice of Conversion. 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 Parent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to 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 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 three (3) Business Days business days after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.of

Mechanics of Xxxxxx’s Conversion. 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 (“Notice of Conversion”) to the Parent 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. 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 Parent Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion is annexed hereto as Exhibit B. To Pursuant to the extent that a registration statement registering terms of the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (“Notice of Conversion”appropriately completed) ("NOTICE OF CONVERSION") to the 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. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form .. Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to 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 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 three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. In Subject to the event that terms of this Article II, this Note may be converted by the Holder elects in part from time to convert this Note into Common Stocktime after the Issue Date, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (“Notice of Conversion”) submitting to the Parent and such Borrower a Notice of Conversion shall provide (whether by facsimile, as a breakdown in Portable Document (PDF) file sent by electronic mail or other reasonable detail means of communication dispatched on the Principal AmountConversion Date prior to 8:00 p.m., accrued interest and fees that are being convertedNew 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 Parent within two (2) Business Days after Borrower on the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statementConversion, an “Effective Registration Statement”), the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent of the Notice of Conversion Date and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by (i) physical delivery, (ii) crediting the account of the Holder with the transfer agent, or (iii) to the extent that the shares of Common Stock included in the Conversion Notice may then be resold by the Holder pursuant to (A) an effective and available registration statement or (B) Rule 144 promulgated by the Securities Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three two (32) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 (“Notice of Conversion”) to the Parent 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. 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 Parent Company within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion is annexed hereto as Exhibit B. To A. Pursuant to the extent that a registration statement registering terms of the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (“Notice of Conversion”appropriately completed) ("NOTICE OF CONVERSION") to the 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. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to 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 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 three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (appropriately completed) (“Notice of Conversion”) to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 (“Notice of Conversion”) to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion is annexed hereto as Exhibit B. To A. Pursuant to the extent that a registration statement registering terms of the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (appropriately completed) (“Notice of Conversion”) to the 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. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day Days of the date of the delivery to 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 (1) in the event the Conversion Shares are not covered by a registration statement that has been declared effective by the SEC or are not otherwise subject to exemption from registration under the Securities Act, delivering such original certificates directly to the Holder or (2) in the event the Conversion Shares are covered by a registration statement that has been declared effective by the SEC or are otherwise subject to an exemption from registration under the Securities Act, crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system system, in each case, within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (“Notice of Conversion”appropriate completed) ("NOTICE OF CONVERSION") to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.of

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (appropriately completed) (“Notice of Conversion”) to the 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. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day of the date of the delivery to 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 crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 appropriately completed notice of conversion in substantially the form of Exhibit B hereto (“"Notice of Conversion”") to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, Amount and accrued and unpaid 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, Amount and accrued and unpaid interest and fees as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day Days of the date of the delivery to 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 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 [three (3) Business Days Days] after receipt by the Parent of the Notice of Conversion (the “"Delivery Date”"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.of

Mechanics of Xxxxxx’s Conversion. 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 (“"Notice of Conversion”") to the Parent HSPR and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, 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 Parent HSPR within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent HSPR 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 B. To A. Pursuant to the extent that a registration statement registering terms of the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statementConversion, an “Effective Registration Statement”), the Parent HSPR will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent HSPR of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days business days after receipt by the Parent HSPR of the Notice of Conversion (the “"Delivery Date”"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent HSPR of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.the

Mechanics of Xxxxxx’s Conversion. 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 (“Notice of Conversion”) to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion is annexed hereto as Exhibit B. To A. Pursuant to the extent that a registration statement registering terms of the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the appropriately completed Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (appropriately completed) (“Notice of Conversion”) to the 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. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to 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 crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary. For the avoidance of doubt, the Conversion Shares issued upon conversion of this Note shall be unregistered.

Mechanics of Xxxxxx’s Conversion. 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 (“"Notice of Conversion”") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, 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 Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent 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 B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”), the Parent A. The Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder upon resale by 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 three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (appropriately completed) (“Notice of Conversion”) to the Parent Patients and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, 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 fees, payable to Holder in accordance with the terms and conditions of the Purchase Agreement and the Related Agreements, as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Patients in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statementConversion, an “Effective Registration Statement”), the Parent Patients will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day business days of the date of the delivery to the Parent Patients of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Patients of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Patients of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Patients written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. (a) 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 substantially the form of Exhibit B hereto (appropriately completed) (“Notice of Conversion”) to the Parent and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees under this Note 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 under this Note as entered in its records and shall provide written notice thereof to the Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof (including Section 4.4) shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel (if requested by the Transfer Agent) within one three (13) Business Day Days of the date of the delivery to the Parent of the Notice of Conversion and shall cause (to the extent it has the ability to cause) the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days after receipt by the Parent of the Notice of Conversion in accordance with Section 4.4 (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary. Any obligations of the Parent under this Section 2.4 are subject to the restrictions on conversions contained in Section 2.2, 2.3 and 2.10 of the Note.

Mechanics of Xxxxxx’s Conversion. (a) 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 substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Parent a21 and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, Amount and accrued interest and fees that are being converted. No conversion shall be for less than $250,000 or the remaining balance of the Note. 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 Parent a21 within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent a21 in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statementConversion, an “Effective Registration Statement”), the Parent a21 will issue instructions to the transfer agent and, to the extent required, accompanied by an opinion of counsel within one three (13) Business Day business days of the date of the delivery to the Parent a21 of the Notice of Conversion and shall or shall cause the transfer agent to either (i) transmit or (ii) permit the Holder to directly obtain the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent a21 of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent a21 of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent a21 written instructions to the contrary. The issuance of certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder thereof for any issuance tax in respect thereof, provided that a21 shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Holder. a21 will not at any time close its transfer books against the transfer, as applicable, of this Note or of any shares of Common Stock issued or issuable upon the conversion of this Note in any manner which interferes with the timely conversion of this Note, except as may otherwise be required to comply with applicable securities laws.

Mechanics of Xxxxxx’s Conversion. 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 (“Notice of Conversion”) to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amountprincipal amount, accrued interest and fees that are being convertedconverted and include the Holder’s then current Beneficial Ownership. 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 Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent 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 B. To A. Pursuant to the extent that a registration statement registering terms of the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day business days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 (“Notice of Conversion”) to the Parent 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. 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 AmountXxxxxx, accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion is annexed hereto as Exhibit B. To A. Pursuant to the extent that a registration statement registering terms of the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the appropriately completed Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. In the event that the Holder elects to convert any portion of this Note into Common Stock, the Holder shall give notice of such election by delivering an a fully completed and executed and completed notice of conversion (“Notice of Conversion”) to the Parent and such Company. The Notice of Conversion shall (i) provide a breakdown in reasonable detail of the Principal Amount, Amount and/or accrued interest and fees that are is being converted, (ii) state the denominations in which such Holder wishes the certificate or certificates evidencing the Conversion Shares to be issued and (iii) surrender this Note to the Company. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder Company shall make the appropriate reduction to the Principal Amount, Amount and/or accrued interest and fees as entered in its records and shall provide written notice thereof to the Parent Holder within two five (25) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the its transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery agent, and cause to the Parent of the Notice of Conversion be issued and shall cause the transfer agent to transmit the certificates representing the Conversion Shares delivered to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within not later than three (3) Business Days after receipt by the Parent of the Notice of each Conversion Date (the “Share Delivery Date”). To , a certificate or certificates evidencing the extent that an Effective Registration Statement is not existingnumber of full shares of Conversion Shares to which such Holder shall be entitled as aforesaid and, if necessary, the Parent will Company shall cause to be issued and delivered to the Holder a new promissory note representing any unconverted portion of this Note. The Company shall not issue instructions fractional Conversion Shares upon conversion, but the number of Conversion Shares to its transfer agent within one (1) Business Day be received by any Holder upon conversion shall be rounded down to the next whole number and the Holder shall be entitled to payment of the date of delivery to remaining Principal Amount from the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on the Delivery DateCompany by check or wire transfer. In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 (“Notice of Conversion”"NOTICE OF CONVERSION") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, 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 Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent 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 B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”), the Parent A. The Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day of the date of the delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder upon resale by 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 three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (“Notice of Conversion”appropriate completed) ("NOTICE OF CONVERSION") to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. (a) 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 (“"Notice of Conversion”") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, 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 Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent 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 B. To A. (b) Pursuant to the extent that a registration statement registering terms of the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Borrower of the Notice of Conversion and and, if the transfer agent is a participant in Depository Trust Corporation, shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). To In the extent event that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent is not such a participant, the Borrower shall use best efforts to issue the certificates cause a certificate representing the Conversion Shares to be delivered to the Holder within three (with a restrictive legend if necessary3) to Holder on business days. Unless the Delivery Date. In transfer books of the Borrower should otherwise be closed (solely as required by applicable securities law or the regulations of the Principal Market) at the time of the receipt of such Notice of Conversion, in the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.. In the event that the transfer books of the Borrower should be so closed (solely as required by applicable securities law or the regulations of the Principal Market), the Holder shall be deemed to hold the Conversion Shares commencing on the first date upon which such transfer books are again open. 5 -----------------------------------------------------------------------------------------------------

Mechanics of Xxxxxx’s Conversion. In the event that the Holder elects to convert amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering (by facsimile or email) an executed and completed notice of conversion in substantially the form of Exhibit A hereto (“Notice of Conversion”appropriately completed) ("NOTICE OF CONVERSION") to the 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 Parent shall have two (2) hours from the time that such Notice of Conversion is delivered to the Parent to provide the Holder with written notice (delivered to Holder via facsimile or email) of the Parent's decision to purchase the number of shares of Common Stock otherwise deliverable to the Holder pursuant to the Notice of Conversion (the "Designated Shares") for a purchase price determined by multiplying the Designated Shares by the intraday high price of the Common Stock on the day the Notice of Conversion was submitted to the Parent (the "Disposition Price"). The Disposition Price shall be paid by the Parent to the Holder by wire transfer of immediately available funds within two (2) business days of the date of the Notice of Conversion. 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 Parent within two (2) Business Days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel (to the extent requested by the transfer agent) within one (1) Business Day of the date of the delivery to 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 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 three (3) Business Days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (appropriate completed) (“Notice of Conversion”) to the Parent Elandia and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, 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 Parent Company Agent and Elandia within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Elandia in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statementConversion, an “Effective Registration Statement”), the Parent Xxxxxxx will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Elandia of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Xxxxxxx of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Xxxxxxx of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Elandia written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (“appropriate completed) ("Notice of Conversion”") to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days after receipt by business days of delivery of the Parent of Company's request to the transfer agent (the "Delivery Date"). If the Notice of Conversion (is delivered during the “Delivery Date”). To period of time when a post-effective amendment to the extent that an Effective Registration Statement is not existinghas yet to be declared effective by the Commission, and, as a result, the Parent will issue instructions to its transfer agent Note Shares issued hereunder are not freely transferable, the Purchaser shall have the option of either receiving the Note Shares with the legend set forth in Section 5.8 hereof or receiving the Note Shares within one three (13) Business Day business days of the date of delivery to post-effective amendment being declared effective by the Parent of the Notice of Conversion and Commission, which Note Shares shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on the Delivery Datecontain no such legend. In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (“appropriate completed) ("Notice of Conversion”") to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “"Conversion Date”"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “"Delivery Date”"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (“Notice of Conversion”appropriate completed) ("NOTICE OF CONVERSION") to the 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. 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 Parent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”"CONVERSION DATE"). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to 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 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 three (3) Business Days business days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”"DELIVERY DATE"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the 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. 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 Parent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to 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 crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all Secured Convertible Term Note 4 purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. In the event that the Holder elects to convert this Note all or any portion of the then Principal Amount, accrued interest and fees into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (“"Notice of Conversion”") to the Parent Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, 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 Parent Borrower within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent 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 B. To A. Pursuant to the extent that a registration statement registering terms of the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one two (12) Business Day business days of the date of the delivery to the Parent Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by 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 three (3) Business Days business days after receipt by the Parent Borrower of the Notice of Conversion (the “"Delivery Date”"). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Sharessuch Common Stock, unless the Holder provides the Parent Borrower written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit A hereto (appropriately completed) (“Notice of Conversion”) to the Parent 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. 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 Parent Company within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one three (13) Business Day business days of the date of the delivery to the Parent Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent Company of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent Company written instructions to the contrary.

Mechanics of Xxxxxx’s Conversion. 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 substantially the form of Exhibit B hereto (appropriate completed) (“Notice of Conversion”) to the 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. 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 Parent within two (2) Business Days business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Parent in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form Pursuant to the terms of the Notice of Conversion is annexed hereto as Exhibit B. To the extent that a registration statement registering the shares of Common Stock underlying this Note has been filed by the Parent and such registration statement is effective on the date on which a Notice of Conversion is delivered to the Parent (such a registration statement, an “Effective Registration Statement”)Conversion, the Parent will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) Business Day business day of the date of the delivery to 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 crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) Business Days business days after receipt by the Parent of the Notice of Conversion (the “Delivery Date”). To the extent that an Effective Registration Statement is not existing, the Parent will issue instructions to its transfer agent within one (1) Business Day of the date of delivery to the Parent of the Notice of Conversion and shall cause the transfer agent to issue the certificates representing the Conversion Shares (with a restrictive legend if necessary) to Holder on 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 the Parent of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Parent written instructions to the contrary.