Common use of NOTICE OF CONVERSION Clause in Contracts

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture due August 8, 2012 of Ads In Motion, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 12% Senior Secured Subordinated Convertible Debenture due August 8December 31, 2012 2020 of Ads In MotionTheMaven, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Original Issue Discount Convertible Debenture due August 8, 2012 [________ of Ads In MotionImmune Pharmaceuticals, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Senior Secured Convertible Debenture Promissory Note, due August 8February 3, 2012 2019 of Ads In Motion, Inc.Amedica Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 8% Series B Convertible Debenture due August 8March 31, 2012 2017 of Ads In MotionCatasys, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 16% Senior Secured Convertible Debenture due August 8March 21, 2012 2018 of Ads In Motion, Inc.Vuzix Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Note due August 8June [ ], 2012 2021 of Ads In MotionMICT, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 12% Convertible Debenture due August 8January __, 2012 2016 of Ads In MotionCatasys, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Promissory Note due August 8January 15, 2012 2021 of Ads In MotionPrecipio, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 12% Secured Convertible Debenture due August 8December 30, 2012 2018 of Ads In MotionWizard World, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 10% Secured Convertible Debenture due August 8May 31, 2012 2017 of Ads In Motion, Inc.Healthcare Corporation of America, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Note due August 8December 31, 2012 2016 of Ads In MotionBe Active Holdings, Inc., a Delaware corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of the Company Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Senior Secured Convertible Debenture Note due August June 8, 2012 2022 of Ads In Motion, Allied Esports Entertainment Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 12% Convertible Debenture Note due August 8February 28, 2012 of Ads In Motion, Inc.2020 issued by Hemp Naturals Inc.., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 10.75% Secured Convertible Debenture due August 8June 18, 2012 2013 of Ads In Motion, Inc.Teton Energy Corporation, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Senior Secured Convertible Debenture due August 8November 27, 2012 2013 of Ads In T3 Motion, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 10% Convertible Debenture due August 8June 30, 2012 2019 of Ads In MotionTheMaven, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 10% Secured Convertible Debenture Note due August 8September 30, 2012 of Ads In MotionAspen Group, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 9% Secured Convertible Debenture due August 8June 13, 2012 2011 of Ads In MotionRetail Pro, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Note due August 8December 31, 2012 2015 of Ads In MotionBe Active Holdings, Inc., a Delaware corporation (the “CompanyBorrower”), into shares of common stock (the “Common Stock”), of the Company Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 0% Convertible Debenture due August 8October 1, 2012 2011 of Ads In MotionOXIS International, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal and interest under the 8% Convertible Debenture Note due August 8December 31, 2012 2014 of Ads In MotionInterCloud Systems, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 12% Convertible Debenture Note due August 8September 30, 2012 (the “Note”) of Ads In Motion, AtheroNova Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 10% Senior Secured Convertible Debenture Note due August 8, 2012 _______________________ of Ads In MotionAxis Technologies Group, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Second Amended and Restated Senior Convertible Debenture due August 8, 2012 of Ads In MotionInterCloud Systems, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture Promissory Note due August 8February [__], 2012 2018 of Ads In MotionMassRoots, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 2.5% Senior Secured Convertible Debenture Note due August 8May 12, 2012 2014 of Ads In Motion, AtheroNova Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Senior Secured Convertible Debenture Note due August 8March 20, 2012 2018 of Ads In Motion, Inc.Authentidate Holding Corp., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 5% Convertible Debenture due August 8July ___, 2012 2009, of Ads In MotionGenSpera, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 6% Convertible Debenture due August 8_____, 2012 of Ads In MotionEClips Media Technologies, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal and interest under the Unsecured Subordinated Convertible Debenture Promissory Notes due August 8July 31, 2012 2024 of Ads In MotionHeritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), into shares of its common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal and interest under the 8% Convertible Debenture Note due August 8[], 2012 2017 of Ads In MotionInterCloud Systems, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the 6% Convertible Debenture due August 8, 2012 ___________ of Ads In MotionEClips Media Technologies, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the Convertible Debenture due August 8Note Due May 29, 2012 2019 of Ads In MotionImmudyne, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.