Common use of Optional Conversion Clause in Contracts

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, facsimile or electronic mail or otherwisemail), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. Any Conversion Notice received by the Company in accordance with the terms of this Note after 11:59 p.m., New York time, on any day shall be deemed received by the Company on the next following Trading Day. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then are eligible to be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received (or is deemed to have received) a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall shall, (1) after the Resale Eligibility Date and provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, which balance account Holder shall designate in the applicable Conversion Notice, or (2) prior to the Resale Eligibility Date or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver send (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effectResale Eligibility Date, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicableConversion Shares, and for which the Holder has not yet settled.

Optional Conversion. To convert any one or more Preferred Shares into Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(ii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Transfer Agent Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the second first (2nd1st) Trading Day following the each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program FAST and either such shares of Common Stock (xi) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such Holder provides such documentation or other information evidencing the sale of the shares of Common Stock issuable pursuant as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirement of a medallion guarantee or a legal opinion) or (ii) may be sold by such conversion are eligible to be resold by the Holder pursuant to Rule 144 or of the 1933 Act, as applicable (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionResale Eligibility Conditions”), credit such aggregate number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in FAST or the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been Resale Eligibility Conditions are not satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the such Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver mail to the such Holder (or its designee) by overnight courier service a new Note Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In ; provided, that such Person shall be deemed to have waived any voting rights of any such Conversion Shares that may arise with respect to any record date during the event period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any Common Stock (including such Conversion Shares) beneficially owned by such Person and/or any of its Attribution Parties, collectively, on any such record date shall not exceed the Maximum Percentage (as defined below) as a partial result of any such conversion of this Note such applicable Preferred Shares with respect thereto. Notwithstanding the foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of issuance of Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant heretoto such Conversion Notice, the Principal amount converted Share Delivery Deadline with respect to any such Conversion Notice shall be deducted from the Installment Amount(slater of (x) relating to the Installment Date(sdate of issuance of such Preferred Shares and (y) as set forth in the applicable first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Note Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder such Hxxxxx has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the such Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming that the Company has not notified the Holder prior thereto that a Grace Period the registration statement is in effect and continuingnot available pursuant to the terms of the Registration Rights Agreement) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no the DTC Issuance Condition has not been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) 4.1 of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must shall contain the legend required by Section 5(c) 4.1 of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 before 5:00 p.m., New York timeAtlanta Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two Company and (2B) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or provide an indemnification undertaking acceptable to the Company with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first second (1st2nd) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second shall: (2ndx) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall provided that (1) provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x2) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder Registration Condition is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)satisfied, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Program or if the Registration Condition has been is not satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeeHolder, for the number of shares of Common Stock Conversion Shares to which the Holder shall be entitled pursuant entitled, provided, however, that such certificate shall bear the following restrictive legend: Notwithstanding anything herein to such conversion. If the shares of Common Stock issuable upon contrary, the conversion are Company shall not eligible for legend removal pursuant be obligated to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If issue any Conversion Shares until this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) the Company, or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an indemnification undertaking acceptable to the Company to indemnify the Company from any loss incurred by it in connection therewith. If the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five four (54) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d14(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledShares.

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Stock on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwisemail), for receipt on or prior to 4:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(iii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b21(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Company’s transfer agent (the “Transfer Agent Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade on the Principal Market initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the such Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five (5) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the such Holder (or its designee) a new Note Preferred Share Certificate (in accordance with Section 18(d21(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial connection with any conversion of this Note pursuant heretoPreferred Shares by a Holder, the Principal amount number of Preferred Shares converted by such Holder shall be deducted from the Installment Amount(s) of such Holder relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via facsimile, electronic mail A) transmit to the Company by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeCity Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I provided by the Company therefor (the “"Conversion Notice”") to and (B) if applicable, surrender the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note appropriate stock certificates to a nationally recognized overnight delivery service common carrier for delivery to the Company (as soon as practicable on or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b))following such date. On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company's transfer agent (the "Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent"). On or before the second (2nd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “"Share Delivery Deadline”Date"), the Company shall (1) (x) provided that the Transfer Agent is participating in Depository Trust Company's ("DTC’s ") Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant and (2) pay to such conversionthe Holder in cash, by wire transfer of immediately available funds, an amount equal to the accrued and unpaid dividends through (but not including) the Conversion Date. If the shares of Common Series A Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii6(c)(iii) and the outstanding Principal of this Note Holder is greater than the Principal portion not converting all of the Conversion Amount being convertedSeries A Stock represented by the certificate surrendered, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note Series A Stock and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d)) Series A Stock certificate representing the outstanding Principal Series A Stock not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note the Series A Stock shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmit by electronic mail (or otherwiseotherwise deliver), for receipt delivery on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii), within two but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (2) Trading Days following a conversion of this Note as aforesaiddefined below), the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft theft, destruction or destruction as contemplated by mutilation in compliance with the procedures set forth in Section 18(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s transfer agent (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Company Holder has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on delivered the applicable Conversion Date of such shares of Common Stock issuable pursuant Notice to such Conversion Notice) the Company (the a “Share Delivery DeadlineDate”), the Company shall (1x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (xA) the shares applicable Conversion Shares are subject to an effective resale registration statement in favor of Common Stock issuable pursuant to such conversion are eligible to the Holder or (B) if converted at a time when Rule 144 shall then be resold available for resale of the applicable Conversion Shares by the Holder pursuant to (without the need for current public information under Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”144(c)), credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system system, or (2y) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise if converted at a time when Rule 144 would not be available for the issuance of such Common Stock, then upon the request resale of the Holderapplicable Conversion Shares by the Holder without compliance with Rule 144(c), either (x) issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If conversion or (y) direct the Transfer Agent to issue such number of shares of Common Stock issuable upon to which the conversion are not eligible for legend removal Holder shall be entitled pursuant to Section 5(d) of such conversion in uncertificated form in the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase AgreementTransfer Agent’s direct registration system. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates (or issuance of shares in the Transfer Agent’s direct registration system) evidencing such Conversion Shares, as the case may be. In The Company’s obligations to issue and deliver shares of Common Stock in accordance with the event terms and subject to the conditions hereof are absolute and unconditional, irrespective of a partial conversion of this Note pursuant heretoany action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Principal amount converted shall be deducted from recovery of any judgment against any Person or any action to enforce the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Noticesame, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effectWhile any Notes are outstanding, the Company shall cause the use its reasonable best efforts to use a Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined that participates in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledDTC Fast Automated Securities Transfer Program.

Optional Conversion. (i) To convert any Conversion Amount portion of the outstanding Principal into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii3.2(c), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b16.2)). . (ii) On or before the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile, electronic mail or otherwise the Transfer Agent instructions and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or (A) an effective and available registration statement, either, (1) prior to, (2) contemporaneously with, or (3) within thirty (30) days after, as applicable, the Company shall transmit date of the applicable Conversion Notice by facsimile or electronic mail an acknowledgment the Holder, (B) Rule 144, unless the Holder affirmatively indicates on the applicable Conversion Notice that the shares of confirmation of receipt of Common Stock issuable in connection with such Conversion Notice and instructions are not being resold either (1) prior to, (2) contemporaneously with, or (3) within thirty (30) days after, as applicable, the date of the applicable Conversion Notice by the Holder, provided that the Holder shall provide the Company with customary representations with respect to compliance by the Transfer AgentHolder with Rule 144, or (C) Rule 144 without having to comply with the information requirements under Rule 144(c)(1) (each, a “Permitted Securities Transaction”), substantially in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to instruct the Transfer Agent to process such Conversion Notice in accordance with the terms herein. . (iii) On or before the second third (2nd3rd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1A) provided that provided, that, the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) Program, with respect to the shares of Common Stock issuable pursuant to such conversion are eligible to included in the Conversion Notice that may then be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Permitted Securities Transaction, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, Program or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) with respect to the address as specified shares of Common Stock included in the Conversion NoticeNotice that may not then be resold by the Holder pursuant to a Permitted Securities Transaction, deliver a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d. (iv) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii3.2(c) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount Principal being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)16.4) representing the outstanding Principal not so converted. . (v) The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, facsimile or electronic mail or otherwisemail), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. Any Conversion Notice received by the Company in accordance with the terms of this Note after 11:59 p.m., New York time, on any day shall be deemed received by the Company on the next following Trading Day. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b15(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then are eligible to be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received (or is deemed to have received) a Conversion Notice (or such earlier date as required pursuant to the 1934 Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall shall, (1) after the Resale Eligibility Date and provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, which balance account Holder shall designate in the applicable Conversion Notice, or (2) prior to the Resale Eligibility Date or if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver send (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d15(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or Note, after the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effectResale Eligibility Date, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicableConversion Shares, and for which the Holder has not yet settled.

Optional Conversion. To The Holder may convert any Conversion Amount into shares of Common Stock on any date Conversion Date by (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmitting by facsimile or electronic mail (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto to the form of Note as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii)Company and (B) (i) if the Notes are Definitive Notes, within two (2) Trading Days following a conversion of this Note as aforesaid, surrendering the Holder shall surrender this Note Notes to a nationally recognized overnight delivery service reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note the Notes in the case of its loss, theft or destruction as contemplated by Section 18(bdestruction)), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the first (1st) Trading third Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of a notice addressed to the Holder and the Conversion Agent confirming (i) receipt of such Conversion Notice and instructions (ii) the method by which the Company intends to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such satisfy its Conversion Notice Obligation in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversionSection 4.06. If the shares of Common Stock issuable upon the conversion Definitive Notes are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal principal amount of this Note the Notes (together with any accrued and unpaid interest thereon) is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and no later than three Business Days following, receipt of the Notes, and in no event later than five (5) Business Days after receipt of this Note and each case at its own expense, issue issue, and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder (or its designee) Holder, a new Definitive Note (in accordance with Section 18(d)) representing the outstanding Principal principal amount of the Notes not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note the Notes shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note the Notes pursuant heretohereto or to the terms of the Note, the Principal amount Conversion Amount converted shall be deducted from the Installment Amount(s) relating aggregate amount of the outstanding principal amount of such Note and any accrued and unpaid interest thereon for the purposes of calculating future interest payments due on such Note pursuant to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in terms of this Indenture and such Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledfollowing such partial conversion.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via facsimile, A) transmit by electronic mail (or otherwiseotherwise deliver), for receipt delivery on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “a "Conversion Notice”") to the Company. If Company and (B) if required by Section 3(c)(iii), within two but without delaying the Company's requirement to deliver shares of Common Stock on the applicable Share Delivery Date (2) Trading Days following a conversion of this Note as aforesaiddefined below), the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft theft, destruction or destruction as contemplated by mutilation in compliance with the procedures set forth in Section 18(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company's transfer agent (the "Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent"). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Company Holder has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on delivered the applicable Conversion Date of such shares of Common Stock issuable pursuant Notice to such Conversion Notice) the Company (the “a "Share Delivery Deadline”Date"), the Company shall (1x) provided that the Transfer Agent is participating in the Depository Trust Company ("DTC’s ") Fast Automated Securities Transfer Program and either (xA) the shares applicable Conversion Shares are subject to an effective resale registration statement in favor of Common Stock issuable pursuant to such conversion are eligible to the Holder or (B) if converted at a time when Rule 144 would be resold available for resale of the applicable Conversion Shares by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Holder, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system system, or (2y) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise if converted at a time when Rule 144 would not be available for resale of the issuance of such Common Stock, then upon the request of applicable Conversion Shares by the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder's account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In The Company's obligations to issue and deliver shares of Common Stock in accordance with the event terms and subject to the conditions hereof are absolute and unconditional, irrespective of a partial conversion of this Note pursuant heretoany action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Principal amount converted shall be deducted from recovery of any judgment against any Person or any action to enforce the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Noticesame, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effectWhile any Notes are outstanding, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined use a transfer agent that participates in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledDTC Fast Automated Securities Transfer Program.

Optional Conversion. To With effect only from the date that is one (1) year following the Closing Date, the Holder may convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver ) by (whether via facsimile, electronic mail A) transmitting by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two Company and (2B) Trading Days following if the Security is a conversion of this Note as aforesaid, the Holder shall surrender Certificated Security surrendering this Note to a nationally recognized overnight delivery service reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first third (1st3rd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of a notice addressed to the Holder and the Company’s transfer agent (the “Transfer Agent”) confirming (i) receipt of such Conversion Notice and instructions (ii) the method by which the Company intends to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such satisfy its Conversion Notice Obligation in accordance with the terms herein. On or before Indenture (in satisfaction of the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant Company’s obligation to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by notify the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such its chosen conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to method under Section 5(d7.6(a) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase AgreementIndenture). If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal balance of this Note (together with any accrued and unpaid Interest) is greater than the Principal portion of the Conversion Amount being converted, then the Company shall shall, as soon as practicable after, and in no event later than five three (53) Business Trading Days after following, receipt of this Note and Note, in each case at its own expense, issue issue, and the Trustee shall authenticate and deliver to the Holder (or its designee) Holder, a new Note (in accordance with Section 18(d14(d)) representing the outstanding Principal balance of the Note not converted. For the avoidance of doubt, any accrued and unpaid Interest on the outstanding Principal balance of the Note not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount Conversion Amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy aggregate amount of the prospectus included as part outstanding Principal balance of the particular Registration Statement Note and any accrued and unpaid Interest thereon for the purposes of calculating future Interest payments due on the Note pursuant to the extent applicable, and for which the Holder has not yet settledSection 2 following such partial conversion.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile or otherwiseemail (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii3(c)(ii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s Transfer Agent which confirmation Agent. Any Conversion Confirmation delivered by the Company shall constitute an instruction to confirm the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAmount. On or before the second (2nd) Trading Business Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) shall, provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at as Custodian system or (2) if system. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if a Holder otherwise requests, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii3(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from Company does not comply with the Installment Amount(s) relating to the Installment Date(s) as provisions set forth in this Section 3(c)(i), the applicable Holder may rescind the Conversion Notice. Notwithstanding anything Notice in writing by facsimile or email to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledCompany.”

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”)date, the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion "CONVERSION Notice”") to the Company. If Company and (B) if required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before 4:00 p.m., New York Time, on the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent Company's transfer agent, if any (the "TRANSFER AGENT"). The date on which confirmation shall constitute an instruction the Holder satisfies the foregoing requirements is hereinafter referred to as the Transfer Agent to process such Conversion Notice in accordance with the terms herein"CONVERSION DATE". On or before 4:00 p.m., New York Time, on the second third (2nd3rd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”"SHARE DELIVERY DATE"), the Company shall (1X) provided that the Transfer Agent Agent, if any, is participating in the Depository Trust Company ("DTC’s ") Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, Program or if the DTC Fast Automated Securities Transfer Program foregoing is otherwise not available for the issuance of such Common Stock, then upon the request of the Holderapplicable, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d22(d)) representing the same indebtedness to the extent of the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmit by electronic mail (or otherwiseotherwise deliver), for receipt delivery on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii), within two but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (2) Trading Days following a conversion of this Note as aforesaiddefined below), the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft theft, destruction or destruction as contemplated by mutilation in compliance with the procedures set forth in Section 18(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s transfer agent (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before the second earlier of (2ndi) the first (1st) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Company Holder has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on delivered the applicable Conversion Date of such shares of Common Stock issuable pursuant Notice to such Conversion Notice) the Company (the a “Share Delivery DeadlineDate”), the Company shall (1x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (xA) the shares applicable Conversion Shares are subject to an effective resale registration statement in favor of Common Stock issuable pursuant to such conversion are eligible to the Holder or (B) if converted at a time when Rule 144 would be resold available for resale of the applicable Conversion Shares by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Holder, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system system, or (2y) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise if converted at a time when Rule 144 would not be available for resale of the issuance of such Common Stock, then upon the request of applicable Conversion Shares by the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In The Company’s obligations to issue and deliver shares of Common Stock in accordance with the event terms and subject to the conditions hereof are absolute and unconditional, irrespective of a partial conversion of this Note pursuant heretoany action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Principal amount converted shall be deducted from recovery of any judgment against any Person or any action to enforce the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Noticesame, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effectWhile any Notes are outstanding, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined use a transfer agent that participates in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledDTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”)date, the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 5:00 p.m., New York timeTime and transmit by e-mail to each of the Chief Financial Officer, the Controller and Vice-President, Corporate & Legal Affairs of Vasogen, at the addresses indicated in the Securities Purchase Agreement, on the third (3rd) Trading Day prior to such datedate (a "Conversion Date"), a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to Vasogen and with a copy to the Company. If Company and (B) if required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective Vasogen and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent. On or before the second third (2nd3rd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law"Share Delivery Date"), rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice(1) (the “Share Delivery Deadline”), the Company shall (1x) provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming Program, the Company has not notified shall direct Vasogen to, and upon such direction Vasogen shall or shall cause the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Transfer Agent to, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, Vasogen shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled pursuant and (2) the Company shall pay to such conversion. If the shares of Common Stock issuable upon Holder in cash an amount equal to the conversion are not eligible for legend removal pursuant accrued and unpaid Interest up to Section 5(d) of and including the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain Conversion Date on the legend required by Section 5(c) of the Securities Purchase AgreementConversion Amount. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal principal amount converted shall be deducted from the Installment Amount(s) Amounts relating to the Installment Date(s) Dates as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s transfer agent (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before the second (2nd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1X) provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d18(c)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail facsimile or otherwise), for receipt on or prior to 4:59 5:00 p.m., New York City time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent. On or before the second third (2nd3rd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Company’s transfer agent (the “Transfer Agent Agent”) is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversionentitled. If required by Section 3(c)(ii), within three (3) Trading Days following a conversion of this Note as 1 Insert [INSERT IN INITIAL NOTES: $4.85] [INSERT IN ADDITIONAL NOTES: price equal to the shares lesser of Common Stock issuable upon (x) $4.85 (as adjusted for stock splits, recapitalizations and similar events) and (y) 120% of the conversion are not eligible for legend removal pursuant to Section 5(d) Market Price as of the Additional Closing Date (as defined in the Securities Purchase Agreement)]. aforesaid, then such shares the Holder shall surrender this Note (or an indemnification undertaking with respect to this Note in the case of Common Stock issued upon conversion must contain the legend required its loss, theft or destruction as contemplated by Section 5(c19(b)) of to the Securities Purchase AgreementCompany. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Subject to Section 3(d)(i), the Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 4:00 p.m., New York Toronto time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. For greater certainty, a Conversion Notice received by the Company after 4:00 p.m., Toronto time, shall be deemed to have been received on the following Trading Day. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b16(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (Notice, the Company shall transmit by facsimile or such earlier date as required pursuant electronic mail a treasury direction to the 1934 Act or other applicable law, rule or regulation for transfer agent (the settlement of a trade initiated on “Transfer Agent”) to issue the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Shares in accordance with the registration instructions in the Conversion Notice. On or before the third (3rd) Trading Day following the date on which the Company has received a Conversion Notice (the “Share Delivery Deadline”), the Company shall either (x) at any time on or after August 1) , 2021 (each, an “Canadian Resale Eligibility Date”), provided that the Transfer Agent is participating in DTC’s Fast Automated The Canadian Depository for Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionCDS”), credit such aggregate number of shares of Common Stock Shares to which the Holder shall be is entitled pursuant to such conversion Conversion Notice (the “Applicable Conversion Shares”) to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system CDS (each such issuance and delivery of Applicable Conversion Shares pursuant to this clause (x), an “Electronic Share Issuance”) or (2y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Programotherwise, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, to issue and deliver (via reputable overnight courier) to the address as specified in the applicable Conversion Notice, Notice a certificate, registered in the name of the Holder (or its designee), for such Applicable Conversion Shares (each such issuance and delivery of Applicable Conversion Shares pursuant to this clause (y), a “Certificated Share Issuance”, and together with each Electronic Share Issuance, each, a “Share Issuance”). Notwithstanding the number of shares of Common Stock to which foregoing, (I) whether or not the Applicable Conversion Shares are eligible for an Electronic Share Issuance, if the Holder elects to effect such applicable Share Issuance pursuant to a Certificated Share Issuance in such Conversion Notice, such Share Issuance shall be entitled consummated as a Certificated Share Issuance and (II) if such Applicable Conversion Shares are eligible to be delivered pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(dCDS in accordance with clause (x) of this Section 3(c)(i), the Securities Purchase AgreementCompany shall cause the Applicable Conversion Shares to be delivered to the Holder (or its designee) in accordance with the election of the Holder as set forth in such Conversion Notice (or, then in the absence of any such shares of Common Stock issued upon conversion must contain election or an election to deliver as a Certificated Share Issuance, such Applicable Conversion Shares shall be delivered to the legend required by Section 5(cHolder (or its designee) in accordance with clause (x) of the Securities Purchase Agreementthis Section 3(c)(i) above). If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d16(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note pursuant to the applicable Conversion Notice shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmit by electronic mail (or otherwiseotherwise deliver), for receipt delivery on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii), within two but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (2) Trading Days following a conversion of this Note as aforesaiddefined below), the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft theft, destruction or destruction as contemplated by mutilation in compliance with the procedures set forth in Section 18(b19(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s transfer agent (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Company Holder has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on delivered the applicable Conversion Date of such shares of Common Stock issuable pursuant Notice to such Conversion Notice) the Company (the a “Share Delivery DeadlineDate”), the Company shall (1x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (xA) the shares applicable Conversion Shares are subject to an effective resale registration statement in favor of Common Stock issuable pursuant to such conversion are eligible to the Holder or (B) if converted at a time when Rule 144 would be resold available for resale of the applicable Conversion Shares by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Holder, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system system, or (2y) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise if converted at a time when Rule 144 would not be available for resale of the issuance of such Common Stock, then upon the request of applicable Conversion Shares by the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In The Company’s obligations to issue and deliver shares of Common Stock in accordance with the event terms and subject to the conditions hereof are absolute and unconditional, irrespective of a partial conversion of this Note pursuant heretoany action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Principal amount converted shall be deducted from recovery of any judgment against any Person or any action to enforce the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Noticesame, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effectWhile any Notes are outstanding, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined use a transfer agent that participates in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledDTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail facsimile or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any form of Conversion Notice be required. If required by Section 3(c)(iii), within two three (23) Trading Days following a conversion of this Note Debenture as aforesaid, the Holder shall surrender this Note Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note Debenture in the case of its loss, theft or destruction as contemplated by Section 18(b19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agentconfirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent. On or before the second (2nd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either further provided that the Registration Statement is then effective or such shares are freely transferable without restriction under Rule 144 under the Securities Act (x) the shares of Common Stock issuable pursuant to such conversion are eligible transferability without restriction to be resold evidenced by an opinion of counsel reasonably satisfactory to the Company) by a Holder pursuant to Rule 144 or (y) who is not an affiliate of the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Company, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is conditions set forth in clause (1) are not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designeedesignee (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for such shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Conversion Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note Debenture is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note Debenture and at its own expense, issue and deliver to the Holder (or its designee) a new Note Debenture (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmit by facsimile or electronic mail (or otherwiseotherwise deliver), for receipt delivery on or prior to 4:59 5:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the a “Conversion Notice”) to the Company. If Issuer and (B) if required by Section 3(c)(iii), within two but without delaying the Issuer’s obligation to deliver shares of Common Stock on the applicable Share Delivery Date (2) Trading Days following a conversion of this Note as aforesaiddefined below), the Holder shall surrender this FILO C Note to a nationally recognized overnight delivery service common carrier for delivery to the Company Issuer as soon as practicable on or following such date (or an indemnification undertaking with respect to this FILO C Note in the case of its loss, theft theft, destruction or destruction as contemplated by mutilation in compliance with the procedures set forth in Section 18(b)). No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Business Day following the date of receipt delivery of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company Issuer shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Issuer’s transfer agent for the Common Stock (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Company Holder has received delivered a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of Issuer (a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company Issuer shall (1) provided that issue in uncertificated book-entry form the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion and evidence thereof shall be promptly delivered by the Transfer Agent to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of . If requested by the Holder, the Issuer shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this FILO C Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this FILO C Note is greater than the Principal portion of the Conversion Amount being converted, then the Company Issuer shall as soon as practicable and in no event later than five three (53) Business Days after receipt delivery of this FILO C Note and at its own expense, issue and deliver to the Holder (or its designee) a new FILO C Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this FILO C Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date. In , irrespective of the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating date such Conversion Shares are credited to the Installment Date(sHolder’s account with The Depository Trust Company (the “DTC”) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares date of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy delivery of the prospectus included certificates evidencing such Conversion Shares, as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledcase may be.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and the Transfer Agent and (B) if required by Section 3(c)(iii3(c)(iv), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent. On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1x) provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii3(c)(iv) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall shall, as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Company’s transfer agent (the “Transfer Agent Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionFAST”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Class A Common Stock on any date (a “Conversion Date”“), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Convertible Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Convertible Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before 4:00 p.m., New York Time, on the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s transfer agent, if any (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before 4:00 p.m., New York Time, on the second (2nd) Trading third Business Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1X) provided that the Transfer Agent Agent, if any, is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Class A Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s Holder‘s or its designee’s designee‘s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, Program or if the DTC Fast Automated Securities Transfer Program foregoing is otherwise not available for the issuance of such Common Stock, then upon the request of the Holderapplicable, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Class A Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Convertible Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Convertible Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Convertible Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Convertible Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Class A Common Stock issuable upon a conversion of this Convertible Note shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any one or more Preferred Shares into Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(ii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Transfer Agent Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the second first (2nd1st) Trading Day following the each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program FAST and either such shares of Common Stock (xi) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such Holder provides such documentation or other information evidencing the sale of the shares of Common Stock issuable pursuant as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirement of a medallion guarantee or a legal opinion) or (ii) may be sold by such conversion are eligible to be resold by the Holder pursuant to Rule 144 or of the 1933 Act, as applicable (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionResale Eligibility Conditions”), credit such aggregate number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in FAST or the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been Resale Eligibility Conditions are not satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the such Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver mail to the such Holder (or its designee) by overnight courier service a new Note Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In ; provided, that such Person shall be deemed to have waived any voting rights of any such Conversion Shares that may arise with respect to any record date during the event period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any Common Stock (including such Conversion Shares) beneficially owned by such Person and/or any of its Attribution Parties, collectively, on any such record date shall not exceed the Maximum Percentage (as defined below) as a partial result of any such conversion of this Note such applicable Preferred Shares with respect thereto. .. Notwithstanding the foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of issuance of Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant heretoto such Conversion Notice, the Principal amount converted Share Delivery Deadline with respect to any such Conversion Notice shall be deducted from the Installment Amount(slater of (x) relating to the Installment Date(sdate of issuance of such Preferred Shares and (y) as set forth in the applicable first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Note Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder such Hxxxxx has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the such Holder has not yet settled.

Optional Conversion. To convert any a Preferred Share into Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(iii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b17(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Transfer Agent Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second first (2nd1st) Trading Day following the each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)FAST, credit such aggregate number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the such Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver mail to the such Holder (or its designee) by overnight courier service a new Note Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d17(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In Notwithstanding the event foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of a partial conversion issuance of this Note Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant heretoto such Conversion Notice, the Principal amount converted Share Delivery Deadline with respect to any such Conversion Notice shall be deducted from the Installment Amount(slater of (x) relating to the Installment Date(sdate of issuance of such Preferred Shares and (y) as set forth in the applicable first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Note Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder such Xxxxxx has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the such Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 6:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii7.3.3), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first (1st) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (11)(x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system or (2y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant and (2) pay to such conversion. If the shares Holder in cash, by wire transfer of Common Stock issuable upon immediately available funds, an amount equal to the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase AgreementMake-Whole Amount. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) 7.3.3 and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)6.1) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In , irrespective of the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating date such Conversion Shares are credited to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note Holder’s account with DTC or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares date of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy delivery of the prospectus included certificates evidencing such Conversion Shares, as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledcase may be.

Optional Conversion. To The Holder may convert any Conversion Amount into shares of Common Stock on any date Conversion Date by (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmitting by facsimile or electronic mail (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto to the form of Note as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii)Company and (B) (i) if the Notes are Definitive Notes, within two (2) Trading Days following a conversion of this Note as aforesaid, surrendering the Holder shall surrender this Note Notes to a nationally recognized overnight delivery service reputable common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note the Notes in the case of its loss, theft or destruction as contemplated by Section 18(bdestruction)), and (ii) if the Notes are Global Notes, submitting, directly or through a Participant, a valid instruction into DTC’s ATOP platform (or equivalent platform of the Depositary at the time) in accordance with the procedures of the Depositary in respect of the principal amount of Notes to be converted. On or before the first (1st) Trading third Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of a notice addressed to the Holder and the Conversion Agent confirming (i) receipt of such Conversion Notice and instructions (ii) the method by which the Company intends to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such satisfy its Conversion Notice Obligation in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversionSection 4.06. If the shares of Common Stock issuable upon the conversion Definitive Notes are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal principal amount of this Note the Notes (together with any accrued and unpaid interest thereon) is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable after, and no later than three Business Days following, receipt of the Notes, and in no event later than five (5) Business Days after receipt of this Note and each case at its own expense, issue issue, and the Trustee shall authenticate in accordance with the terms of the Note and the Indenture, and the Company shall deliver to the Holder (or its designee) Holder, a new Definitive Note (in accordance with Section 18(d)) representing the outstanding Principal principal amount of the Notes not converted. For the avoidance of doubt, any accrued and unpaid interest on the outstanding principal amount of the Notes not converted shall remain outstanding and payable at the next Interest Payment Date. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note the Notes shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.Conversion

Optional Conversion. To In the event that the Charter Amendment has not been filed with the Secretary of State of the State of New York and the Preferred Stock has not been created on or prior to June 30, 1989, any holder of the outstanding Notes after that date shall have the right, at its election, to require the Company to convert any Conversion Amount portion of the principal of and interest on the Notes held by such holder into shares of Common Stock on any date (a “upon application of the then effective Common Stock Conversion Date”)Value, the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m., New York time, on such date, a copy of an executed by delivering written notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two which notice shall set forth the date and time for such optional conversion which shall be not less than five (25) Trading Days following a conversion of this Note as aforesaid, days after the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery date such notice was delivered to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)"Optional Conversion Date"). On or before the first Within five (1st5) Trading Day following the date days of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statementnotice of conversion, the Company shall transmit by facsimile or electronic mail an acknowledgment send written notice to all other holders of confirmation the Notes setting forth the identities of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”)converting holders, the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which be issued, and the Holder Optional Conversion Date. Upon the consummation of an optional conversion specified above, the Notes so converted shall cease to represent any obligation of the Company and shall be entitled pursuant converted automatically without any further action by the holders of such Notes and whether or not the Notes are surrendered to the Company; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion or to make any interest payment unless the Notes being converted are either delivered to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfiedCompany, or the DTC Fast Automated Securities Transfer Program holder notifies the Company that such Note has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith; provided, however, if any Note of which any Purchaser, its nominee, or any of its partners is otherwise not available for the issuance registered holder is lost, stolen or destroyed, the affidavit of an executive officer or general partner of the registered holder setting forth the circumstances with respect to such loss, theft or destruction shall be accepted as satisfactory evidence thereof, and no indemnification bond or other security shall be required as a condition to the execution and delivery by the Company of such certificates evidencing shares of Common Stock. Upon the consummation of an optional conversion specified above, then upon the request holder of the HolderNotes so converted shall surrender the Notes at the office of the Company. Thereupon, issue there shall be issued and deliver (via reputable overnight courier) delivered to the address as specified in the Conversion Noticesuch holder, a certificate, registered in the name of the Holder certificate or its designee, certificates for the number of shares of Common Stock into which the Notes surrendered were convertible on the Optional Conversion Date, cash in the amount of all accrued and unpaid interest on such Note up to and including the Optional Conversion Date in the case that the holder of a Note does not elect to convert such accrued and unpaid interest into shares of Common Stock, cash, as provided in subsection 1.10(e), in respect of any fraction of a share of Common Stock issuable upon such conversion and any other securities or property to which the Holder holder becomes entitled upon conversion pursuant to this Section 1.10. Such conversion shall be entitled pursuant deemed to have been effected immediately upon the Optional Conversion Date, and at such conversion. If time the rights of the holder as holder of a Note shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledrepresented thereby.

Optional Conversion. To convert any Conversion Amount into shares of Company Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii2(e)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first second (1st2nd) Trading Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein(as defined below). On or before the second third (2nd3rd) Trading Business Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Company Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii2(e)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note (the “Note Delivery Date”) and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Company Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Company Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement Date to the extent applicable, and for which the Holder has not yet settledpermitted by applicable law.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmit by electronic mail (or otherwiseotherwise deliver), for receipt delivery on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the a form attached hereto as Exhibit I to be agreed upon between Company and Holder (the a “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii10(c)(iii), within two but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (2) Trading Days following a conversion of this Note as aforesaiddefined below), the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or an indemnification undertaking with respect to this Note in the case other type of its loss, theft guarantee or destruction as contemplated by Section 18(b))notarization) of any Conversion Notice be required. On or before the first (1st) Trading Day following the date of receipt delivery of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s transfer agent (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before the second earlier of (2ndi) the first (1st) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Company Holder has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on delivered the applicable Conversion Date of such shares of Common Stock issuable pursuant Notice to such Conversion Notice) the Company (the a “Share Delivery DeadlineDate”), the Company shall (1x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (xA) the shares applicable Conversion Shares are subject to an effective resale registration statement in favor of Common Stock issuable pursuant to such conversion are eligible to the Holder or (B) if converted at a time when Rule 144 would be resold available for resale of the applicable Conversion Shares by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Holder, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system system, or (2y) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or (B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise if converted at a time when Rule 144 would not be available for resale of the issuance of such Common Stock, then upon the request of applicable Conversion Shares by the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversionentitled. If For purposes of this Agreement, “Standard Settlement Period” means the shares standard settlement period, expressed in a number of Business Days, on the principal securities exchange or securities market on which the Common Stock issuable upon is then traded as in effect on the conversion are not eligible for legend removal pursuant to Section 5(d) date of delivery of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreementapplicable Conversion Notice. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii10(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt delivery of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In The Company’s obligations to issue and deliver shares of Common Stock in accordance with the event terms and subject to the conditions hereof are absolute and unconditional, irrespective of a partial conversion of this Note pursuant heretoany action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Principal amount converted shall be deducted from recovery of any judgment against any Person or any action to enforce the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Noticesame, or any setoff, counterclaim, recoupment, limitation or termination. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effectWhile any Notes are outstanding, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined use a transfer agent that participates in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledDTC Fast Automated Securities Transfer Program.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “"Conversion Date”"), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “"Conversion Notice”") to the Company. If Company and (B) if required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(bdestruction)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which of receipt of a Conversion Notice, the Company has received shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “"Share Delivery Deadline”Date"), the Company shall (1X) provided that the Transfer Agent is participating in the Depository Trust Company ("DTC’s ") Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d16(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Conversion Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile or otherwiseemail (by attachment in PDF format) (or otherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii3(c)(ii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of email (by attachment in PDF format) a confirmation (the “Conversion Confirmation”) of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s Transfer Agent which confirmation Agent. Any Conversion Confirmation delivered by the Company shall constitute an instruction to confirm the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAmount. On or before the second (2nd) Trading fifth Business Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) shall, provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock Conversion Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at as Custodian system or (2) if system. If the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or if a Holder otherwise requests, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, Company shall issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii3(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwiseas otherwise provided in Section 23(a)), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the CompanyCompany and the Trustee. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b17(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, an “Acknowledgement”) to the Holder, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice Trustee and instructions to the Company’s transfer agent (the “Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent ”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionFAST”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal (and accrued and unpaid Interest thereon) not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Principal outstanding hereunder, including for purposes of determining Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m.11:59 a.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first second (1st2nd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of and representation as to whether such Conversion Notice Common Shares may then be resold pursuant to Rule 144 (assuming the Holder executes a standard representation letter relating thereto) or an effective and instructions to the Transfer Agentavailable registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Common Shares to be issued pursuant to such Conversion Notice are then Freely Tradable by the Holder and the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, Program or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common StockShares are not then Freely Tradable by the Holder, then upon the request of the Holder, issue and deliver dispatch (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock Shares to which the Holder shall be entitled pursuant to such conversion. If the shares conversion or proof of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreementissuance in uncertificated form. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Trading Days after receipt of this Note and at its own expense, issue and deliver dispatch (via reputable courier) to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed conversion notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaidNote, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or via electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s transfer agent (the “Transfer Agent which confirmation shall constitute an instruction to Agent”), and instruct the Transfer Agent to process such Conversion Notice in accordance with the terms hereinherein and provide confirmation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 under the Securities Act (“Rule 144”) or an effective registration statement. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1I) provided that if the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionFAST”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s (or its designee’s balance ’s) account with DTC through its Deposit/Withdrawal at Custodian system system, or (2II) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable nationally recognized overnight courierdelivery service) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder (or its designee), for evidencing the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall shall, as soon as practicable practicable, and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b17(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 p.m., New York timeTime, on such date, a copy of an a duly executed and completed notice of conversion in good order in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking in form and substance reasonably acceptable to the Company with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s transfer agent (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before the second (2nd) Trading third Business Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1X) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC Depository Trust Company (“DTC”) through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) three Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any one or more Preferred Shares into Conversion Amount into shares of Common Stock Shares on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(ii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Transfer Agent Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the second first (2nd1st) Trading Day following the each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock Conversion Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program (“FAST”) and either (x) the such shares of Common Stock issuable (i) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such conversion are eligible Holder provides such documentation or other information evidencing the sale of the share of Common Stock as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirements of a medallion guarantee or a legal opinion) or (ii) may be resold sold by the such Holder pursuant to Rule 144 or of the 1933 Act, as applicable (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance ConditionResale Eligibility Conditions”), credit such aggregate number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in FAST or the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been Resale Eligibility Conditions are not satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the such Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock Conversion Shares to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(ii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver mail to the such Holder (or its designee) by overnight courier service a new Note Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock Conversion Shares issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock Conversion Shares on the Conversion Date. In Notwithstanding the event foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of a partial conversion issuance of this Note Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant heretoto such Conversion Notice, the Principal amount converted Share Delivery Deadline with respect to any such Conversion Notice shall be deducted from the Installment Amount(slater of (x) relating to the Installment Date(sdate of issuance of such Preferred Shares and (y) as set forth in the applicable first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Note Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder such Xxxxxx has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the such Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 5:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the CompanyCompany (with any Conversion Notice received after 5:00 p.m., New York time, on any date being deemed to have been received on, and the Conversion Date shall be, the next Business Day following receipt). If required by Section 3(c)(iii‎3‎(c)‎(iii), within two three (23) Trading Days following a conversion of this Note Security as aforesaid, the Holder shall surrender this Note Security to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note Security in the case of its loss, theft or destruction as contemplated by Section 18(b‎16(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment and confirmation of receipt of such Conversion Notice to the Holder and the Company's transfer agent (the “Transfer Agent”) in the form attached hereto as Exhibit II, which acknowledgment shall (A) contain a representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall (B) constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second third (2nd3rd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note Security is physically surrendered for conversion pursuant to Section 3(c)(iii‎3(c)(iii) and the outstanding Principal Par Amount of this Note Security is greater than the Principal portion of the Par Amount comprising the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Note Security and at its own expense, issue and deliver to the Holder (or its designee) a new Note Security (in accordance with Section 18(d‎16(d)) representing the outstanding Principal Par Amount not converted; provided, that the Holder shall be permitted to convert such new Security at any time without regard to the date of the Holder’s receipt of such new physical certificate with respect to such new Security. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Security shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount a Preferred Share into shares of Common Stock on any date (a “Conversion Date”), the a Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii4(c)(iii), within two (2) Trading Days following a conversion of this Note any such Preferred Shares as aforesaid, the such Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to this Note the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 18(b17(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the such Holder and the Transfer Agent Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the each date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)FAST, credit such aggregate number of shares of Common Stock to which the such Holder shall be entitled pursuant to such conversion to the such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the such Holder, issue and deliver (via reputable overnight courier) to the address as specified in the such Conversion Notice, a certificate, registered in the name of the such Holder or its designee, for the number of shares of Common Stock to which the such Holder shall be entitled pursuant to such conversionentitled. If the shares number of Common Stock issuable upon Preferred Shares represented by the conversion are not eligible for legend removal pursuant to Section 5(dPreferred Share Certificate(s) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered submitted for conversion pursuant to Section 3(c)(iii4(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion number of the Conversion Amount Preferred Shares being converted, then the Company shall shall, as soon as practicable and in no event later than five two (52) Business Trading Days after receipt of this Note the Preferred Share Certificate(s) and at its own expense, issue and deliver to the such Holder (or its designee) a new Note Preferred Share Certificate (in accordance with Section 18(d17(d)) representing the outstanding Principal number of Preferred Shares not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note Certificate of Designations or the Registration Rights Agreement, while after the effective date of a Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to a Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder such Hxxxxx has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the such Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender deliver this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the close of the business on first (1st) Trading Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Company’s transfer agent (the “Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent”). On or before the second (2nd) Trading Business Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1X) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC Depository Trust Company (“DTC”) through its Deposit/Deposit Withdrawal at Custodian Agent Commission system or (2Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) three Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If 1 Insert 110% of the quotient of (x) the sum of the VWAP of the Common Stock on each of the three (3) consecutive Trading Days ending and including the Trading Day ended immediately preceding the Closing Date, divided by (y) three (3). required by Section 3(c)(iii), within two three (23) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second third (2nd3rd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier other date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by may be issued without legends under the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) 1933 Act (as applicable, the “DTC Issuance Condition”defined below), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or such shares of Common Stock may not be issued without legends under the 1933 Act (as defined below), no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, (x) the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to Notice and (y) the contrary contained in this Note or the Registration Rights Agreementamount of Restricted Principal converted, while the Registration Statement (as defined if any, shall be set forth in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledapplicable Conversion Notice.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, A) transmit by facsimile or electronic mail (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii), within two but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable Share Delivery Date (2) Trading Days following a conversion of this Note as aforesaiddefined below), the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first second (1st2nd) Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC’s ”) Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to Conversion Shares can then be resold immediately sold or transferred by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a an effective registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)or Rule 144, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at At Custodian system or (2y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holderotherwise, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant , such certificate to Section 5(d) of the Securities Purchase Agreement, then contain such shares of Common Stock issued upon conversion must contain the legend legends as may be required by Section 5(c2(g) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d21(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date, irrespective of the date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such Conversion Shares, as the case may be. In the event that the Holder elects to convert a portion of a partial conversion the Principal amount of this Note pursuant heretoprior to any applicable Installment Date, the Principal amount Conversion Amount so converted shall be deducted in reverse order starting from the final Installment Amount(s) relating Amount to be paid hereunder on the final Installment Date(s) as set forth Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Company Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York timeTime, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and (B) if required by Section 3(c)(iii2(e)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first second (1st2nd) Trading Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein(as defined below). On or before the second third (2nd3rd) Trading Business Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Company Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreemententitled. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii2(e)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note (the “Note Delivery Date”) and at its own expense, 1 The Initial Fixed Conversion Price may be adjusted at any time on or after October 27, 2006 pursuant to section 7(b). issue and deliver to the Holder (or its designee) holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Company Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Company Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement Date to the extent applicable, and for which the Holder has not yet settledpermitted by applicable law.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 5:00 p.m., New York timeEastern Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Holdings and (B) if required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company Holdings as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)destruction). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company Holdings shall transmit by facsimile or electronic mail an acknowledgment of email a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent. On or before the second third (2nd3rd) Trading Business Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), Holdings shall deliver the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its by Deposit/Withdrawal at Custodian system (“DWAC”) or (2) if other available means of electronic delivery through the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase AgreementDepository Trust Company. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being convertedconstituting principal, then the Company Holdings at its own expense shall as soon as practicable and in no any event later than either (i) mail to the holder within three (3) Business Days after receipt of this Note a new Note (in accordance with Section 12(d)) representing the outstanding Principal not converted, or (ii) deliver to the Holder within five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d12(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement Date to the extent applicable, and for which the Holder has not yet settledpermitted by applicable law.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, if the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statementstatement (each, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, “Acknowledgement”) to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)FAST, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five two (52) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, while after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) is effective and no prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement) is in effect), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver (whether via facsimile, electronic mail A) transmit by facsimile (or otherwiseotherwise deliver), for receipt on or prior to 4:59 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If Company and the Transfer Agent and (B) if required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Business Day following the date of receipt of a Conversion Notice, if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt of such Conversion Notice and instructions to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms hereinAgent. On or before the second third (2nd3rd) Trading Day following the date on which the Company has received of receipt of a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery DeadlineDate”), the Company shall (1x) provided that the Transfer Agent is participating in DTC’s the DTC Fast Automated Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance Condition”)Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at At Custodian system or (2y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversionentitled. If the shares of Common Stock issuable upon the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares of Common Stock issued upon conversion must contain the legend required by Section 5(c3(c)(iii), within three (3) Business Days following a conversion of this Note, the Securities Purchase AgreementHolder shall surrender this Note (or deliver an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)) to the Company. If this Note is physically surrendered for conversion pursuant to as required by Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five three (53) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In , irrespective of the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating date such shares are credited to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note Holder’s account with DTC or the Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent to deliver unlegended shares date of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy delivery of the prospectus included certificates evidencing such Conversion Shares, as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settledcase may be.