Common use of Obligation of Borrower to Deliver Common Stock Clause in Contracts

Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 5:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 5:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s 's obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note Debenture shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article Ihereunder, all rights with respect to the portion of this Note Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s 's obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York Pacific time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon an Automatic Conversion further to Section 1.1(a) or, in the time that case of a voluntary conversion further to Section 1.1(b), upon receipt by the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If Upon an Automatic Conversion further to Section 1.1(a) or, in the case of a voluntary conversion further to Section 1.1(b), if the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The In the case of a voluntary conversion further to Section 1.1(b), the Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 p.m.11:00 a.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note Debenture shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 p.m.11:00 a.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a duly and properly executed Notice of Conversion to or upon an event triggering the Borrower or Borrower’s transfer agentcalculation of an Adjusted Conversion Price, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversionconversion or as a result of an Adjusted Conversion Price, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversionconversion or adjustment, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided hereinherein or upon an event triggering the calculation of an Adjusted Conversion Price, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Subject to Section 2(d)(iv) above, upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder Lender shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversionconversion (the “Conversion Shares”), the outstanding Principal Amount and the amount of accrued and unpaid interest Interest (including and any Default Interestother unpaid amounts) under this on such Note shall be reduced to reflect such conversionConversion, and, unless the Borrower defaults on its obligations under this Article ISection 2(d), all rights with respect to the portion of this such Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversionConversion. If the Holder Lender shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder Lender to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Lender in connection with such conversionConversion. The Conversion Date specified in the with respect to a Notice of Conversion shall be the date on which the Notice of Conversion Date is given so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent Escrow Agent before 11:59 5:00 p.m., New York, New York time, on such date; or if received after 5:00 p.m. New York, New York time the Conversion Date shall be the following date. Subject to Section 2(d)(iv) above, upon failure of the Borrower to timely deliver the shares of Common Stock issuable upon any such Conversion, the Lender shall be entitled, as liquidated damages and not as a penalty, to a cash payment equal to 1.5% of the dollar amount of any such Conversion for each 30-day period (or pro-rata for any portion thereof) following the Conversion Date until delivery of the Conversion Shares.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article II , all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a duly and properly executed Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, the reserve shall be proportionately reduced, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New YorkMiami, New York Florida time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note Debenture shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s 's obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 9:00 p.m., New YorkYork City, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a proper Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a proper Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. _ If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s 's obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest Default Interest (including any Default Interestif any) under this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder Lender shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversionconversion (the “Conversion Shares”), the outstanding Principal Amount and the amount of accrued and unpaid interest Interest (including and any Default Interestother unpaid amounts) under this on such Note shall be reduced to reflect such conversionConversion, and, unless the Borrower defaults on its obligations under this Article ISection 2(d), all rights with respect to the portion of this such Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversionConversion. If the Holder Lender shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder Lender to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Lender in connection with such conversionConversion. The Conversion Date specified in the with respect to a Notice of Conversion shall be the date on which the Notice of Conversion Date is given so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 5:00 p.m., New York, New York time, on such date; or if received after 5:00 p.m. New York, New York time the Conversion Date shall be the following date. Upon failure of the Borrower to timely deliver the shares of Common Stock issuable upon any such Conversion, the Lender shall be entitled, as liquidated damages and not as a penalty, to a cash payment equal to 1.5% of the dollar amount of any such Conversion for each 30-day period (or pro-rata for any portion thereof) following the Conversion Date until delivery of the Conversion Shares.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note Debenture shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s 's obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s 's obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 5:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New YorkLos Angeles, New York California time, on such date.

Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice Upon receipt by Borrower of a Conversion to the Borrower or Borrower’s transfer agentNotice, the Holder shall be deemed to be the holder Holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Conversion Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit hint such obligation of the Holder to Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Conversion Notice of Conversion shall be the Conversion Date so long as the Conversion Notice of Conversion is sent to the received by Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York timeEastern Standard Time, on such date.. Borrower _______________ Holder _______________

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I1, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If conversion if the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, thereof the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, setoff counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 p.m.6:00 pm., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon an Automatic Conversion further to Section 1.1(a) or, in the time that case of a voluntary conversion further to Section 1.1(b), upon receipt by the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If Upon an Automatic Conversion further to Section 1.1(a) or, in the case of a voluntary conversion further to Section 1.1(b), if the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The In the case of a voluntary conversion further to Section 1.1(b), the Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 p.m.11:00 a.m., New York, New York time, on such date.. ​

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s 's obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note Debenture shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s 's obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York timePacific Standard Time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note Debenture shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article IDebenture, all rights with respect to the portion of this Note Debenture being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 5:00 p.m., New York, New York Eastern Standard time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder Lender shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversionConversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under this on the Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article ISection 9, all rights with respect to the portion of this the Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversionConversion. If the Holder Lender shall have given a Notice of Conversion as provided herein, the Borrower’s 's obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder Lender to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Lender of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder Lender in connection with such conversion. The date specified as the Conversion Date specified in the Notice of Conversion shall be the date of the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower on or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice Upon receipt by Borrower of a Conversion to the Borrower or Borrower’s transfer agentNotice, the Holder issuing such Conversion Notice shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the conversion of its outstanding Principal Conversion Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect such conversionNote, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate for the Holder except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Conversion Notice of Conversion as provided herein, the BorrowerXxxxxxxx’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Conversion Notice of Conversion is sent to the received by Borrower or Borrower’s transfer agent before 11:59 5:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Upon receipt by Parent of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower Parent defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the BorrowerParent’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower Parent to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the BorrowerParent, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York timeTime, on such date.

Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Upon receipt by Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares shares of Common Stock issuable upon such conversion, the outstanding Original Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under the Original Principal Amount of this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article III, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the BorrowerBxxxxxxx’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to the received by Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date, and if received after 6:00 p.m., the Conversion Date shall be the next Business Day.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 p.m.11:00 a.m., New York, New York time, on such date.. ​ ​ ​

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s Borrowers obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a Notice of Conversion to the Borrower or Borrower’s transfer agentConversion, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversion, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any 6 obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 6:00 p.m., New York, New York time, on such date.

Obligation of Borrower to Deliver Common Stock. At Upon receipt by the time that the Holder submits the Borrower of a duly and properly executed Notice of Conversion to or upon an event triggering the Borrower or Borrower’s transfer agentcalculation of an Adjusted Conversion Price, the Holder shall be deemed to be the holder of record of the Conversion Shares Common Stock issuable upon such conversionconversion or as a result of an Adjusted Conversion Price, the outstanding Principal Amount principal amount and the amount of accrued and unpaid interest (including any Default Interest) under on this Note shall be reduced to reflect such conversionconversion or adjustment, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided hereinherein or upon an event triggering the calculation of an Adjusted Conversion Price, the Borrower’s 's obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to received by the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.