Common use of Obligation Absolute Clause in Contracts

Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares, excluding an event generally considered force majeure in the United States and the British Virgin Islands causing a temporary delay in the delivery of Conversion Shares which is beyond the control of the Company; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount Principal and any accrued and unpaid Interest thereon (if any) hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount Principal and any accrued and unpaid Interest thereon (if any) of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue the Conversion Shares or, if applicable, cash, upon delivery of a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawNotice.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount Principal and any accrued and unpaid Interest thereon (if any) hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150120% of the outstanding principal amount Principal and any accrued and unpaid Interest thereon (if any) of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue the Conversion Shares or, if applicable, cash, upon delivery of a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawNotice.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to The Holder shall have the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Subject to the last sentence of Section 4(c)(ii), if Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of lawlaw or any agreement (except if, agreement or for upon the Holder’s election to convert any other reasonprincipal amount here, the Company’s delivery of Conversion Shares in connection therewith constitutes a violation of law by the Company, evidenced by a written opinion of counsel to the Company), unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder such certificate or certificates Conversion Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such Share Delivery Date until such certificates Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a HolderHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided. The Company shall issue Conversion Shares or, howeverif applicable, that such delivery shall not operate as cash, upon a waiver by Borrower of any such action Borrower may have against the Holderproperly noticed conversion. In the event that the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofOutstanding Balance hereof and accrued but unpaid interest thereon in accordance with the terms of this note, the Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Holder in the amount of 150% two hundred percent of the outstanding principal amount Outstanding Balance of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Borrow shall issue Conversion Shares or, if applicable, cash, conversion shares upon a properly noticed notices conversion. If All payments under this Note (whether made by the Borrower fails or any other person) to or for the account of the Holder hereunder shall be made free and clear of and without reduction by reason of any reason present and future income, stamp, registration and other taxes, levies, duties, costs and charges whatsoever imposed, assessed, levied or collected by the United States or any political subdivision or taxing authority thereof or therein, together with interest thereon and penalties with respect thereto, if any on or in respect of this Note (such taxes, levies, duties, costs and charges being herein collectively called “Taxes”). The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by Borrower the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights tax or shall not prohibit have established to the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawsatisfaction of the Borrower that such tax has been paid.

Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 7 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6.4 and subject to Xxxxxx’s obligations right to rescind a Notice of Conversion pursuant to Section 6.5.1, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Non-Voting Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6.4 and subject to Xxxxxx’s right to rescind a Notice of Conversion pursuant to Section 6.5.1, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Non-Voting Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Non-Voting Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Non-Voting Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6.4 and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.5.1, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. Borrower’s obligations The Corporation's obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal Stated Value, plus the amount hereofof the accrued, Borrower but unpaid dividends, of its Series A Preferred, the Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal Stated Value, plus the amount of this Notethe accrued, but unpaid dividends, of Series A Preferred which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which that might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150100% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgmentdispute. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 500 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a HolderXxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are is absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower The Company may not refuse conversion to deliver any Conversion Shares required to be delivered hereunder based on any claim that the Holder or anyone associated or affiliated Affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to the Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of one hundred fifty percent (150% %) of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue deliver Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason required to deliver to be delivered hereunder in accordance with the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversionterms hereof. Nothing herein shall limit a the Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 the terms hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the applicable period specified herein in this Note and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 7 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Series C Preferred in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower that the Company may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofSeries C Preferred, Borrower the Company may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series C Preferred of such Holder shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount par value of this Note, the Series C Preferred which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6.3 hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Non-Voting Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6.3 hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Non-Voting Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Non-Voting Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Non-Voting Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6.3 hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series B Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series B Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series B Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series B Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Conversion Notice pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount and accrued interest hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to The Holder shall have the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 6 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. Borrower’s 's obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s 's right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s 's failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. v. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if Borrower fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder or Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Buy-In"), then Borrower shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder's total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if Borrower had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, Borrower shall be required to pay the Holder $1,000. The Holder shall provide Borrower written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of Borrower, evidence of the amount of such loss. Nothing herein shall limit a Xxxxxx's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Xxxxxxxx's failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof. vi.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount Principal and any accrued and unpaid Interest thereon (if any) hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150120% of the outstanding principal amount Principal and any accrued and unpaid Interest thereon (if any) of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains any judgment. In the absence of such injunction, Borrower the Company shall issue the Conversion Shares or, if applicable, cash, upon delivery of a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawNotice.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion SharesShares ; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal Principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue the Conversion Shares or, if applicable, cash, upon delivery of a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawNotice.

Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal and/or accrued interest amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series Y Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series Y Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series Y Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series Y Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to The Holder shall have the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 7(g)) hereof and subject to a Holder’s obligations right to void a conversion pursuant to Section 7(f)(ii) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series 1 Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 7(g) hereof and subject to a Holder’s right to void a conversion pursuant to Section 7(f)(ii) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series 1 Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series 1 Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150125% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series 1 Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series D Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series D Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series D Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series D Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Conversion Notice pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Stock, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. Borrower’s (a) The payment obligations to issue of the Transferor and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are NAFCO hereunder shall be absolute and unconditional, and shall be paid strictly in accordance with this Agreement under all circumstances irrespective of the following: (i) any action lack of validity or inaction enforceability of, or any amendment or other modifications of, or waiver with respect to, any of the Transaction Documents, the Master Trust Transaction Documents, the Securities or the Policy; (ii) any exchange or release of any other obligations hereunder; (iii) the existence of any claim, setoff, defense, reduction, abatement or other right which the Transferor or NAFCO may have at any time against Financial Security or any other Person; (iv) any document presented in connection with the Policy proving to be forged, fraudulent, invalid or insufficient in any respect, including any failure to strictly comply with the terms of the Policy, or any statement therein being untrue or inaccurate in any respect; (v) any failure of the Transferor to receive the proceeds from the sale of the Securities; (vi) any breach by the Holder Transferor or NAFCO of any representation, warranty or covenant contained in any of the Transaction Documents or the Master Trust Transaction Documents; or (vii) any other circumstances, other than payment in full, which might otherwise constitute a defense available to, or discharge of the Transferor or NAFCO in respect of any Transaction Document. (b) The Transferor and NAFCO and any and all others who are now or may become liable for all or part of the obligations of the Transferor or NAFCO under this Agreement agree to enforce be bound by this Agreement and (i) to the sameextent permitted by law, waive and renounce any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness, if any, and obligations evidenced by any Transaction Document or by any extension or renewal thereof; (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor and notice of protest; (iii) waive all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default or enforcement of any payment hereunder except as required by the Transaction Documents; (iv) waive all rights of abatement, diminution, postponement or deduction, or to any defense other than payment, or to any right of setoff or recoupment arising out of any breach under any of the Transaction Documents, by any party thereto or any beneficiary thereof, or out of any obligation at any time owing to the Transferor or NAFCO; (v) agree that any consent, waiver or forbearance hereunder with respect to an event shall operate only for such event and not for any subsequent event; (vi) consent to any and all extensions of time that may be granted by Financial Security with respect to any provision hereof, payment hereunder or other provisions hereof and to the recovery release of any judgment security at any time given for any payment hereunder, or any part thereof, with or without substitution, and to the release of any Person or entity liable for any such payment; and (vii) consent to the addition of any and all other makers, endorsers, guarantors and other obligors for any payment hereunder, and to the acceptance of any and all other security for any payment hereunder, and agree that the addition of any such obligors or security shall not affect the liability of the parties hereto for any payment hereunder. (c) Nothing herein shall be construed as prohibiting NAFCO or the Transferor from pursuing any rights or remedies it may have against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder than Financial Security in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawseparate legal proceeding.

Obligation Absolute. BorrowerSubject to Section 6(c) and Section 6(d)(iv) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) and Section 6(d)(iv) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) and Section 6(d)(iv) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder a holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder such holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder such holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder such holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower that the Company may have against the Holdersuch holder. In the event the Holder of this Note a holder shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Shares, Borrower the Company may not refuse conversion based on any claim that the Holder such holder or anyone associated or affiliated with the Holder such holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holderholder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Shares of such holder shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder such holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Shares which is are subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder such holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder a holder such certificate or certificates Conversion Shares pursuant to Section 4(c)(ii(2)(e)(i) by on the Share Delivery DateDate applicable to such conversion, Borrower the Company shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount Stated Value of the Preferred Shares being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) third Trading Day after such liquidated damages being to accruethe Share Delivery Date) for each Trading Day after such the Share Delivery Date until such certificates Conversion Shares are delivered or Holder holder rescinds such conversion. Nothing herein shall limit a Holderholder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder such holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder a holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6.4 and subject to Hxxxxx’s obligations right to rescind a Notice of Conversion pursuant to Section 6.5.1, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series C Non-Voting Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6.4 and subject to Hxxxxx’s right to rescind a Notice of Conversion pursuant to Section 6.5.1, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series C Non-Voting Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series C Non-Voting Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series C Non-Voting Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6.4 and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.5.1, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Series A Preferred, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Series A Preferred which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) and Section 6(d) and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(e)(i), the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series X Preferred Stock in accordance with the terms hereof of this Certificate of Designation are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) and Section 6(d) and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(e)(i), however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series X Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series X Preferred Stock of such Holder shall have been sought and obtained, and Borrower posts a surety bond for obtained by the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgmentCorporation. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) and Section 6(d) and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(e)(i), issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided, that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof this Certificate of Designation or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series Z Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series Z Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series Z Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series Z Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Sections 6(c) and 6(d) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(e)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Class A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Sections 6(c) and 6(d) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(e)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Class A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Class A Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Class A Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Sections 6(c) and 6(d) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(e)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. Borrower’s obligations Subject to issue the provisions of Section 2.02(a)(iii), each of XLFA and deliver the Conversion Shares upon conversion of this Note in accordance Asset Trust acknowledge that, provided the other party has complied with the terms hereof of this Agreement, the obligations of XLFA and the Asset Trust, as the case may be, undertaken under this Agreement are absolute absolute, irrevocable and unconditional, unconditional irrespective of any action circumstances whatsoever, including any defense otherwise available to XLFA or inaction by the Holder to enforce Asset Trust, respectively, in equity or at law, including the samedefense of fraud, any waiver defense based on the failure of XLFA or consent with respect the Asset Trust, respectively, to disclose any provision hereofmatter, whether or not material, to XLFA or the recovery of any judgment against any Person or any action to enforce the sameAsset Trust, respectively, or any setoffother person, counterclaim, recoupment, limitation and any defense of breach of warranty or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Personmisrepresentation, and irrespective of any other circumstance which might otherwise limit such obligation constitute a legal or equitable discharge or defense under any and all circumstances. The enforceability and effectiveness of Borrower this Agreement and the liability of XLFA or the Asset Trust, and the rights, remedies, powers and privileges of XLFA or the Asset Trust under this Agreement shall not be affected, limited, reduced, discharged or terminated, and the Asset Trust hereby expressly waives, to the Holder fullest extent permitted by applicable law, any defense now or in connection with the issuance future arising by reason of: (a) the illegality, invalidity or unenforceability of such Conversion Sharesall or any part of the Asset Trust Declaration; (b) any action taken by XLFA or the Asset Trust expressly provided for herein; (c) any change in the direct or indirect ownership or control of XLFA or the Asset Trust or of any shares or ownership interests thereof not in contravention of Section 6.01 hereof; and (d) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of or for XLFA or the Asset Trust; provided, however, that such delivery that, notwithstanding the provisions of this Section 5.01, neither XLFA nor the Asset Trust shall have no further obligations under this Agreement after the termination of the Put Option (other than as expressly provided for herein). In addition, the breach of any covenant made in this Agreement by the Asset Trust shall not operate as a waiver by Borrower terminate the Put Option or limit the rights of any such action Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it XLFA hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 7.3 hereof and subject to holder’s obligations right to rescind a Notice of Conversion pursuant to Section 7.4(a) above, the Corporation’s obligation to issue and deliver (or cause the Transfer Agent to deliver) the Conversion Shares upon conversion of this Note Series B-[●] Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder a holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder such holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the Holder such holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the Holder such holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 7.3 hereof and subject to holder’s right to rescind a Notice of Conversion pursuant to Section 7.4(a) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the Holder of this Note a holder shall elect to convert any or all of its Series B-[●] Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the Holder such holder or anyone associated or affiliated with the Holder such holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holderholder, restraining and or and/or enjoining conversion of all or part of this Note the Series B-[●] Preferred Stock of such holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the Holder such holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series B-[●] Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder such holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 7 hereof and subject to holder’s right to rescind a Notice of Conversion pursuant to Section 7.4(a) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver (or cause the Transfer Agent to the Holder deliver) to a holder such certificate or certificates (or book entry statements), or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii7.4(a) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by holder to the Corporation), Borrower then, unless the holder has rescinded the applicable Notice of Conversion pursuant to Section 7.4(a) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such holder an amount payable, at the holder’s option, either (a) in cash or (b) to the extent that it would not cause the holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered (or Holder rescinds book entry statements) have not been delivered, or, in the case of a DWAC Delivery, such conversionshares have not been electronically delivered; provided, however, the holder shall only receive up to such amount of shares of Common Stock such that holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holderholder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver (or failure to cause the Transfer Agent to deliver) Conversion Shares within the period specified herein and the Holder such holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided, that holder shall not receive duplicate damages for the Corporation’s failure to deliver (or failure to cause the Transfer Agent to deliver) Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the Holder a holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series B Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series B Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series B Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series B Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Conversion Notice pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. payable, at the Corporation’s option, either (a) in cash or (b) in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than 9.98% of the total number of shares of Common Stock of the Corporation then issued and outstanding. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder a holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder such holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder such holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder such holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower that the Company may have against the Holdersuch holder. In the event the Holder of this Note a holder shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Shares, Borrower the Company may not refuse conversion based on any claim that the Holder such holder or anyone associated or affiliated with the Holder such holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holderholder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Shares of such holder shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder such holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Shares which is are subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder such holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder a holder such certificate or certificates Conversion Shares pursuant to Section 4(c)(ii(2)(d)(i) by on the Share Delivery DateDate applicable to such conversion, Borrower the Company shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount Stated Value of the Preferred Shares being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) third Trading Day after such liquidated damages being to accruethe Share Delivery Date) for each Trading Day after such the Share Delivery Date until such certificates Conversion Shares are delivered or Holder holder rescinds such conversion. Nothing herein shall limit a Holderholder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder such holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder a holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Underlying Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Underlying Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of its shares of Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion the Underlying Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Underlying Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. Borrower’s The Company's obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of lawlaw or any agreement (except if, agreement or for upon the Holder's election to convert any other reasonprincipal amount here, the Company's delivery of Conversion Shares in connection therewith constitutes a violation of law by the Company, evidenced by a written opinion of counsel to the Company), unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder such certificate or certificates Conversion Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such Share Delivery Date until such certificates Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s Hxxxxx's right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s the Company's failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitationlimitation , a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Stock, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to such Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150100% of the outstanding principal amount Stated Value of this Note, the Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(e) below, the Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In Subject to Section 6(e) below, in the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Series A Preferred Stock, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, the Series A Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Class A-[•] Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Class A-[•] Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Class A-[•] Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Class A-[•] Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series C Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series C Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series C Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series C Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Conversion Notice pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, or an opinion from legal counsel has been sought and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Noteobtained, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to such Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that the Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to Upon the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for BorrowerCompany’s failure to deliver Conversion Shares within the period specified herein and herein, the Holder shall have the right to pursue all remedies available to it hereunderunder the transaction documents, including the declaration of an Event of Default, and at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason required to deliver to be delivered hereunder in accordance with the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversionterms hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof 7 for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Stock or in connection with any mandatory conversion pursuant to Section 6(a)(ii), Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 7(g) and Section 7(h) hereof and subject to a Holder’s obligations right to void a conversion pursuant to Section 7(f)(ii) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 7(g) and Section 7(h) hereof and subject to a Holder’s right to void a conversion pursuant to Section 7(f)(ii) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150125% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a HolderHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofthen Outstanding Balance, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this NoteOutstanding Balance, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue the Conversion Shares or, if applicable, cash, upon delivery of a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawNotice.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series X Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series X Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series X Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150125% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series X Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6.04 and subject to Xxxxxx’s obligations right to rescind a Notice of Optional Conversion pursuant to Section 6.05(a), the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Non-Voting Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6.04 and subject to Xxxxxx’s right to rescind a Notice of Optional Conversion pursuant to Section 6.05(a), however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall automatically convert or elect to convert any or all of its Series A Non-Voting Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note the Series A Non-Voting Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Non-Voting Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6.04 and subject to Holder’s right to rescind a Notice of Optional Conversion pursuant to Section 6.05(a), issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Advance Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereofhereof (other than any express written waiver by the Holder entitled to receive such Conversion Shares of the obligation to issue and deliver the same), the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion SharesShares (other than any such limitation expressly set forth in the Transaction Documents); provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Advance Note shall elect to convert any or all of the outstanding principal amount Principal and any accrued and unpaid Interest thereon hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Advance Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150100% of the outstanding principal amount Principal of this NoteAdvance Note and any accrued and unpaid Interest thereon, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains a favorable judgment, with any amount of the surety bond in excess of any such money judgment to be applied as a repayment of such outstanding Principal and accrued and unpaid interest thereon and other amounts then payable by the Company to the Holder under this Advance Note. In the absence of such injunction, Borrower the Company shall issue the Conversion Shares or, if applicable, cash, upon delivery of a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 Notice of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day Conversion on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or terms set forth in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawthis Advance Note.

Obligation Absolute. BorrowerThe Corporation’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the a Holder of this Note shall elect to convert any or all of its Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice to Holdernotice, restraining and or enjoining conversion of all or part of this Note Preferred Stock shall have been sought and obtained, obtained and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the Corporation shall pay any proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunctionan injunction precluding the same, Borrower the Corporation shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares certificates representing shares of Common Stock upon conversion within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series X1 Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series X1 Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series X1 Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series X1 Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150100% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a HolderXxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 7 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series X Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series X Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series X Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series X Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Sections 6(c) and 6(d) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(e)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series C Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Sections 6(c) and 6(d) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(e)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series C Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series C Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series C Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Sections 6(c) and 6(d) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(e)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Series D Preferred in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower that the Company may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofSeries D Preferred, Borrower the Company may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series D Preferred of such Holder shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount market value of this Note, which is subject to the injunctionConversion Shares based on the closing price of the Common Stock as quoted on the OTC Markets as of the Conversion Date, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the a Holder such certificate or certificates Conversion Shares pursuant to Section 4(c)(ii5(c)(iii) by the fifth Trading Day after the Share Delivery DateDate applicable to such conversion, Borrower the Company shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 5,000 of principal amount Conversion Amount being converted, $10 50 per Trading Day (increasing to $20 100 per Trading Day on the fifth (5th) sixth Trading Day and increasing to $200 per Trading Day on the tenth Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such fifth Trading Day after the Share Delivery Date until such certificates Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Stock, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note shares of Series 19 Preferred Stock in accordance with the terms hereof are is absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Series 19 Preferred Stock, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series 19 Preferred Stock of such Holder shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such an injunction, Borrower the Corporation shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Conversion Notice pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(b) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(c)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series D Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(b) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(c)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series D Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series D Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series D Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(b) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(c)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(b) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(c)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series E Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(b) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(c)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series E Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series E Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series E Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(b) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(c)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series E Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series E Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series E Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series E Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Conversion Notice pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Holder’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section ‎6.3 and subject to Hxxxxx’s obligations right to rescind a Notice of Conversion pursuant to Section ‎6.4.1, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Non-Voting Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section ‎6.3 and subject to Hxxxxx’s right to rescind a Notice of Conversion pursuant to Section ‎6.4.1, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Non-Voting Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Non-Voting Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Non-Voting Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section ‎6.3 and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section ‎6.4.1, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone any one associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Conversion Notice pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than 9.98% of the total number of shares of Common Stock of the Corporation then issued and outstanding. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event If the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofthen Outstanding Balance of this Note, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, violation of any agreement to which the Holder or the Company is a party, or for any other reason, unless (i) an injunction from issued by a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower (ii) the Company posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this NoteOutstanding Balance, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder (as liquidated damages) to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue the Conversion Shares or, if applicable, cash, upon delivery of a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawNotice.

Obligation Absolute. BorrowerSubject to Section 6(b) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(c)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series D Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(b) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(c)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series D Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone any one Person associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to such Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series D Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series D Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates Conversion Shares pursuant to Section 4(c)(ii6(c)(i) by on the Share Delivery DateDate applicable to such conversion, Borrower the Corporation shall pay to the such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 5,000 of principal amount Stated Value of Series D Preferred Stock being converted, $10 50 per Trading Day (increasing to $20 100 per Trading Day on the fifth (5th) third Trading Day and increasing to $200 per Trading Day on the sixth Trading Day after such liquidated damages being begin to accrue) for each Trading Day after such the Share Delivery Date until such certificates Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery . The Company shall not operate as issue Conversion Shares upon a waiver by Borrower of any such action Borrower may have against the Holderproperly noticed conversion. In the event that the Holder of this Note shall elect to convert any or all of the outstanding principal amount Outstanding Balance hereof, the Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Holder in the amount of 150% two hundred percent of the outstanding principal amount Outstanding Balance of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Borrow shall issue Conversion Shares or, if applicable, cash, conversion shares upon a properly noticed conversionsubmitted Conversion Notice. If All payments under this Note (whether made by the Borrower fails or any other person) to or for the account of the Holder hereunder shall be made free and clear of and without reduction by reason of any reason present and future income, stamp, registration and other taxes, levies, duties, costs and charges whatsoever imposed, assessed, levied or collected by the United States or any political subdivision or taxing authority thereof or therein, together with interest thereon and penalties with respect thereto, if any on or in respect of this Note (such taxes, levies, duties, costs and charges being herein collectively called “Taxes”). The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of Ordinary Shares or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by Borrower the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights tax or shall not prohibit have established to the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable lawsatisfaction of the Borrower that such tax has been paid.

Obligation Absolute. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Stock, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an a Triggering Event of Default pursuant to Section 8 10 hereof for Borroweras a result of the Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce obtain damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series D Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series D Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series D Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series D Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6.3 hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6.3 hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6.3 hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares and Warrants upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cashand Warrants, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 7 hereof for Borrowerthe Company’s failure to deliver Conversion Shares and Warrants within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Stock, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Company of any such action Borrower the Company may have against the Holder. In the event the Holder of this Note Debenture shall elect to convert any or all of the outstanding principal amount hereof, Borrower the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of lawlaw or any agreement (except if, agreement or for upon the Holder’s election to convert any other reasonprincipal amount here, the Company’s delivery of Conversion Shares in connection therewith constitutes a violation of law by the Company, evidenced by a written opinion of counsel to the Company), unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained, and Borrower the Company posts a surety bond for the benefit of the Holder in the amount of 150125% of the outstanding principal amount of this NoteDebenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a HolderHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series A Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series A Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series A Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided, that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerThe Corporation’s obligations obligation to issue and deliver the Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower the Corporation of any such action Borrower that the Corporation may have against the such Holder. In the event the a Holder of this Note shall elect to convert any or all of the outstanding principal amount hereofStated Value of its Preferred Stock, Borrower the Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, law or agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount Stated Value of this Note, Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower the Corporation shall issue Conversion Shares orand, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder New Purchaser to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder New Purchaser or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder New Purchaser or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder New Purchaser in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the HolderNew Purchaser. In the event the Holder New Purchaser of this Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim that the Holder New Purchaser or anyone associated or affiliated with the Holder New Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to HolderNew Purchaser, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder New Purchaser in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder New Purchaser to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder New Purchaser such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the HolderNew Purchaser, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder New Purchaser rescinds such conversion. Nothing herein shall limit a HolderNew Purchaser’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder New Purchaser shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder New Purchaser from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6.3 hereof and subject to Xxxxxx’s obligations right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series Z Non-Voting Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6.3 hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series Z Non-Voting Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series Z Non-Voting Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series Z Non-Voting Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6.3 hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Sections 6(c) and 6(d) hereof and subject to Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(e)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Class X Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Sections 6(c) and 6(d) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(e)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Class X Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Class X Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Class X Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Sections 6(c) and 6(d) hereof and subject to Holder’s right to rescind a Conversion Notice pursuant to Section 6(e)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6.3 hereof and subject to Xxxxxx’s obligations right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series X Non-Voting Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6.3 hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series X Non-Voting Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series X Non-Voting Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series X Non-Voting Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6.3 hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.4.1 above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series C Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series C Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series C Preferred Stock of such Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series C Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(d)(i) by on or prior to the fifth (5th) Trading Day after the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), Borrower then, unless the Holder has rescinded the applicable Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Holder an amount payable, at the Corporation’s option, either (a) in cash or (b) to the extent that it would not cause the Holder or its Attribution Parties to exceed the Beneficial Ownership Limitation, in shares of Common Stock that are valued for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day these purposes at the Closing Sale Price on the date of such calculation, in each case equal to the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, (y) an amount equal to the Daily Failure Amount and (z) the number of Trading Days actually lapsed after such fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such the Share Delivery Date until during which such certificates are delivered have not been delivered, or, in the case of a DWAC Delivery, such shares have not been electronically delivered; provided, however, the Holder shall only receive up to such amount of shares of Common Stock such that Holder and its Attribution Parties and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder rescinds such conversionis a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than the Beneficial Ownership Limitation. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(ii) hereof and subject to a Series C Holder’s obligations right to rescind a Conversion Notice pursuant to Section 6(iii)(a) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series C Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Series C Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Series C Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Series C Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Series C Holder in connection with the issuance of such Conversion Shares; provided. Subject to the Beneficial Ownership Limitation herein and subject to a Series C Holder’s right to rescind a Conversion Notice pursuant to Section 6(iii)(a) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Series C Holder of this Note shall elect to convert any or all of its Series C Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Series C Holder or anyone any one Person associated or affiliated with the such Series C Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to such Series C Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series C Preferred Stock of such Series C Holder shall have been sought and obtainedobtained by the Corporation, and Borrower the Corporation posts a surety bond for the benefit of the such Series C Holder in the amount of 150% of the outstanding principal amount value of this Note, the Conversion Shares into which would be converted the Series C Preferred Stock which is subject to the such injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the such Series C Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall the Corporation shall, subject to the Beneficial Ownership Limitation herein and subject to Series C Holder’s right to rescind a Conversion Notice pursuant to Section 6(iii)(a) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower the Corporation fails for any reason to deliver to the a Series C Holder such certificate or certificates certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 4(c)(ii6(iii)(a) by on or prior to the Share Delivery DateDate applicable to such conversion (other than a failure caused by incorrect or incomplete information provided by Series C Holder to the Corporation), Borrower then, unless the Series C Holder has rescinded the applicable Conversion Notice pursuant to Section 6(iii)(a) above, the Corporation shall pay to the Holder, in cash, (as liquidated damages and not as a penalty) to such Series C Holder an amount payable in cash equal to two percent (2%) of the product of (x) the number of Conversion Shares required to have been issued by the Corporation on such Share Delivery Date, for each $1,000 (y) the Attributed Value and (z) the number of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day Business Days actually lapsed after such Share Delivery Date until during which such certificates are delivered or Holder rescinds have not been delivered, or, in the case of a DWAC Delivery, such conversionshares have not been electronically delivered. Nothing herein shall limit a Series C Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Series C Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Series C Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Series C Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Obligation Absolute. BorrowerSubject to Section 6(c) hereof and subject to Holder’s obligations right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, except as set forth below, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of this Note Series C-1 Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to Borrower the Corporation or any violation or alleged violation of law by the such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower the Corporation to the such Holder in connection with the issuance of such Conversion Shares; provided. Subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In in the event the a Holder of this Note shall elect to convert any or all of its Series C-1 Preferred Stock, the outstanding principal amount hereof, Borrower Corporation may not refuse conversion based on any claim that the such Holder or anyone associated or affiliated with the such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Series C-1 Preferred Stock of such Holder shall have been sought and obtained, and Borrower posts a surety bond for obtained by the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgmentCorporation. In the absence of such injunction, Borrower shall the Corporation shall, subject to Section 6(c) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrowerthe Corporation’s failure to deliver Conversion Shares within the period specified herein and the such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief; provided that Holder shall not receive duplicate damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit the a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.