Common use of Voluntary Conversion Clause in Contracts

Voluntary Conversion. During the occurrence and continuance of an Event of Default and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”). The Holder shall effect conversions by delivering to the Company a Conversion Notice, the form of which is attached hereto as Annex A (each, a “Conversion Notice”), specifying therein the principal amount and interest on this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice within one Business Day of delivery of such Conversion Notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d)). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule, containing at a minimum the information shown on Schedule 1, and showing historically, among other things, the principal amount(s) amounts converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance On the date of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion receipt of a portion Notice of this NoteConversion, the unpaid Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation and unconverted principal amount representation as to whether such shares of this Note Common Stock may then be less than resold pursuant to Rule 144 or an effective and available registration statement, in the amount stated on form attached hereto as Annex B, of receipt of such Notice of Conversion to the face hereofHolder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Notice of Conversion in accordance with the terms herein.

Voluntary Conversion. During At any time and from time to time, commencing on the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has thereon and all other amounts due under this Note have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) and/or any other amounts due under this Note converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion Notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance six-month anniversary of an Event of Default and the IPO Date until this Note Debenture is no longer outstanding, in lieu the principal amount of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During From the occurrence and continuance of an Event of Default and date hereof until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock ADSs at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the ADS Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During the occurrence and continuance of an Event of Default and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this This Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”)Holder, at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and accrued interest as of the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date, until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interestconvertible in connection with the Company’s initial public offering of its Ordinary Shares on the Nasdaq Capital Market or Nasdaq Global Market (an “Initial Public Offering”), in whole or in part, at any time, and from time to time, into shares of Common Stock Ordinary Shares at the option of the Holder (“Conversion”Holder(subject to the conversion limitations set forth in Section 4(d)). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on this Note Conversion Amount to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock ADSs at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d)). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Maturity Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted converted, accrued and unpaid interest outstanding under this Debenture to be converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company Companies a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company Companies unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company Companies shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company Companies may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During the occurrence and continuance of an Event of Default and until this Note is no longer outstandingCommencing on January 1, in lieu of requiring the Company to repay the Note in cash2023, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock ADSs at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d)). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the ADSs on the ADS Delivery Date (as defined below). Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on Principal Amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount Principal Amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(sPrincipal Amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at the time of each drawdown (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions Any conversion hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable principal amount being converted provided that the Company delivers the Conversion Shares and pays the applicable Floor Price Spread Amount with respect to such conversion, if any, in accordance with this Section 4. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During After the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu and provided that that the provisions of requiring Rule 144 under the Company to repay the Note in cashSecurities Act so permit, this Note shall be convertibleconvertible (including the principal amount, including any accrued all outstanding cash interest, Accrued PIK Interest and unpaid interestthe success fee specified in Section 3(d)), in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (a “Conversion”). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon including Accrued PIK Interest, and success fee has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of any transfer agent of the Company (the “Transfer Agent”) and the Depository Trust Company (“DTC”)), that may deliver an objection be payable with respect to any Conversion Notice within one Business Day of the issuance and delivery of such Conversion Notice. In the event of Common Stock upon any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder, and any registered assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note and interest owed under this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During After the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu and provided that that the provisions of requiring Rule 144 under the Company to repay the Note in cashSecurities Act so permit, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (a “Conversion”). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion Conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this NotePrincipal Amount, plus all accrued and unpaid interest thereonCash Interest, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note in an amount equal to the applicable conversionConversion. The Holder and the Company shall maintain records showing the principal amount(s) portion of the Principal Amount converted in each conversionConversion, the date of each conversionConversion Date, and the Conversion Price in effect at the time of each conversionConversion. The Holder shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of any transfer agent of the Company (the “Transfer Agent”) and the Depository Trust Company (“DTC”)), that may deliver an objection be payable with respect to any Conversion Notice within one Business Day of the issuance and delivery of such Conversion Notice. In the event of Common Stock upon any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder, and any registered permitted assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteConversion, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu this Debenture and, upon receipt of requiring the Company to repay the Note in cashTSX Venture Exchange approval, this Note accrued interest, shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock issued at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company Borrower a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original If TSX Venture Exchange approval is required in order to convert accrued interest into shares of Common Stock, then the Conversion Notice Date shall be requiredthe date which is 3 Business Days from the date such TSX Venture Exchange approval has been provided. For clarity, nor shall any medallion guarantee (or other type the Holder may not specify a Conversion Date prior to the date that such Notice of guarantee or notarization) of any Conversion Notice form would be requireddeemed to have been delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company Borrower shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company Borrower may deliver an objection to any Notice of Conversion Notice within one Business Day two (2) Trading Days of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During Beginning on the occurrence and continuance of an Event of Default date hereof and until this Note Debenture is no longer outstanding, subject to the limitations set forth in lieu of requiring the Company to repay the Note in cashSection 4(d), this Note Debenture (including principal and accrued but unpaid interest on any principal being converted, if any) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount (and interest on any accrued interest) of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture (and accrued interest thereon, if applicable) in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During Upon the occurrence terms and continuance of an Event of Default subject to the limitations on conversion and the conditions hereinafter set forth, at any time after the Company shall have received Shareholder Approval (as such term is defined in the Purchase Agreement) until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one three (3) Business Day Days of delivery of such Conversion Notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected and the amount of principal and interest remaining outstanding, if any after such conversion (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless and until such time as the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion and, upon such conversion or repayment, this Note shall be deemed to be automatically amended so as to reflect such adjusted principal amount. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Exchange Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) and the Company’s Right of Repayment). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, subject to the Right of Repayment, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunderhereunder (subject to the Right of Repayment). No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, upon receipt of a Notice of Conversion, the Company shall have the right to repay all or any portion of the Note included in the Notice of Conversion (the “Right of Repayment”). The Company shall effect its Right of Repayment by furnishing notice to the Holder within one (1) Business Day of receipt of the Notice of Conversion, which such notice shall include the portion of the Note that the Company is electing to repay (the “Repayment Notice”). The Company shall then have fourteen (14) days (the “Repayment Period”) to repay the portion of the Note identified in the Repayment Notice. In the event that the Company fails to repay the Note in accordance with the Repayment Notice (a “Repayment Failure”), unless the Holder elects to void such Notice of Conversion, the Company shall issue to the Holder such aggregate number of shares of Common Stock equal to the quotient of (x) the Repayment Failure Conversion Amount, divided by (y) the Conversion Price in effect (as if a Notice of Conversion was delivered to the Company with respect thereto on the date of such applicable Repayment Failure).

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (the “ConversionConversion Shares”), subject to mechanics of conversion and adjustment provisions set forth herein. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Note Schedule showing the principal amount(s) converted in each conversion, and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after each conversion, and the Conversion Price in effect at the time of each conversionamendment thereto. The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofof this Note.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions Conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on this Note Conversion Amount to be converted and the date on which such conversion Conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No Except as required by the Transfer Agent, no ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions Conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Make-Whole Amounts (as applicable) and other amounts payable in respect of this Note, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to 100% (irrespective of any higher percentage used in calculating the applicable conversionConversion Amount hereunder as set forth in the definition of “Conversion Amount”) of the principal amount of this Note to be converted in such Conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch Conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until all amounts due under this Note is no longer outstanding, have been paid in lieu of requiring the Company to repay the Note in cashfull, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To xxxxxxxx.Xx effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has thereon and all other amounts due under this Note have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) and/or any other amounts due under this Note converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During Commencing on the occurrence Original Issue Date, and continuance of an Event of Default and thereafter from time to time until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”Holder, subject to the conversion limitations set forth in Section 4(g) and Section 4(i), plus cash in lieu of any fractional share. The Holder shall effect conversions by delivering to the Company and to the Swiss Agent a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Voluntary Conversion Date”). To the extent practicable (as determined by the Holder in its sole discretion), the Holder shall endeavor to specify a Voluntary Conversion Date that is at least one (1) Business Day following the date such Notice of Conversion shall be deemed delivered hereunder; provided, however, that a Notice of Conversion may not specify a Voluntary Conversion Date that is more than five (5) Scheduled Trading Days following the date such Notice of Conversion is deemed delivered hereunder. If no Voluntary Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Voluntary Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionprincipal amount so converted. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice within one Business Day of delivery of such Conversion Noticeconversion(s). In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence sooner to occur of (i) 180 calendar days from the Original Issue Date, and continuance (ii) when the shares issuable upon conversion of an Event this Debenture have been registered on a registration statement that has been declared effective by the Commission or (iii) if the Company is in breach or default of Default any of the Transaction Documents and until this Note Debenture is no longer outstanding, subject to the limitations set forth in lieu of requiring the Company to repay the Note in cashSection 4(d), this Note Debenture (including principal and accrued but unpaid interest on any principal being converted, if any) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount (and interest on any accrued interest) of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture (and accrued interest thereon, if applicable) in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions Any conversion hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable principal amount being converted provided that the Company delivers the Conversion Shares and pays the applicable Floor Price Spread Amount with respect to such conversion, if any, in accordance with this Section 4. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, convertible into shares of Common Stock at the option of the Holder Holder, in whole or in part at any time and from time to time (“Conversion”subject to the limitations on conversion set forth in Section 7(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion Notice, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on this Note of Notes to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered provided hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Notes to the Company unless the entire principal amount of this Note, Note plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion Notice within one five (5) Business Day Days of delivery receipt of such Conversion Noticenotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any registered assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be issued to Holder. Each Holder who elects to convert all or any portion of its Notes, does so without any notice delivered to or required by any other Holder.

Voluntary Conversion. During At all times after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, principal and accrued interest due and payable under this Note shall be convertibleconvertible into shares of common stock, including any accrued and unpaid interestpar value $0.000001 per share, of the Company (“Common Stock”) at the option of the Holder, in whole or in part, part at any time, time and from time to time, so long and only to the extent that after taking into consideration all issued and outstanding common stock shares and the maximum number of Common Stock shares issuable under all issued and outstanding convertible securities at the option time of conversion, there remain enough authorized but unissued shares under the Holder (“Conversion”)Company’s Certificate of Incorporation that are not previously reserved for issuance under such convertible securities to effect conversion of this Note. The Holder shall effect conversions by delivering to the Company a Conversion Notice, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on this of Note to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered provided hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, Note plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion Notice within one 3 Business Day Days of delivery receipt of such Conversion Noticenotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any registered assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) trading days following such request so that a new Note reflecting the correct principal amount may be issued to Holder.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 5(d) hereof); provided, however, that this Note shall not be convertible through and including the six (6)-month anniversary of the Original Issue Date unless an Event of Default has occurred that has not been cured during the relevant cure period, if any, in which event this six (6)-month prohibition against conversion shall not be operative. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on Principal Amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount Principal Amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(sPrincipal Amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). The Conversion Date shall be no earlier than the date that such Notice of Conversion is deemed delivered hereunder. If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Notice of Conversion. Following delivery of the Notice of Conversion Noticeto the Company, the Company shall promptly update the Conversion Schedule (showing the principal amount(s) converted and the date of such conversion(s)) and deliver the same to the Holder. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During the occurrence and continuance of an Event of Default and At any time until this Note is no longer outstanding, in lieu of requiring the Company subject to repay the Note in cashSection 3(e), this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 3(d) and Section 3(e) hereof) (each a “Conversion”). The Holder shall effect conversions by delivering to the Company Issuer a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted converted, the Make-Whole Amount (as defined below) and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company Issuer unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Issuer’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company Issuer shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company Issuer may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion Notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and accrued interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Amortization Amount(s) relating to the Amortization Date(s) as set forth in the applicable Notice of Conversion. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion Notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During the occurrence and continuance Each share of an Event of Default and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Class B Common Stock shall be convertible, including any accrued convertible into one (1) fully paid and unpaid interest, in whole or in part, at any time, and from time to time, into shares nonassessable share of Class A Common Stock at the option of the Holder holder thereof at any time upon written notice to the Corporation (a “Voluntary Conversion”). The Holder Before any holder of Class B Common Stock shall effect conversions by delivering be entitled to voluntarily convert any shares of such Class B Common Stock, such holder shall surrender the certificate or certificates therefor (if any), duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for the Class B Common Stock, and shall give written notice to the Company a Conversion NoticeCorporation at its principal corporate office, of the form election to convert the same and shall state therein the name or names (i) in which the certificate or certificates representing the shares of Class A Common Stock into which is attached hereto the shares of Class B Common Stock are so converted are to be issued if such shares are certificated or (ii) in which such shares are to be registered in book entry if such shares are uncertificated. The Corporation shall, as Annex A (eachsoon as practicable thereafter, issue and deliver at such office to such holder of Class B Common Stock, or to the nominee or nominees of such holder, a “Conversion Notice”)certificate or certificates representing the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid (if such shares are certificated) or, specifying therein if such shares are uncertificated, register such shares in book-entry form. Such conversion shall be deemed to have been made immediately prior to the principal amount and interest close of business on this Note the date of such surrender of the shares of Class B Common Stock to be converted following or contemporaneously with the written notice of such holder’s election to convert required by this Section 9(A) of Article IV, and the date on which person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be effected (treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date, the “Conversion Date”). If no Conversion Date Each share of Class B Common Stock that is specified in a Conversion Notice, the Conversion Date converted pursuant to this Section 9(A) of Article IV shall be retired by the date that such Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder Corporation and shall not be required to physically surrender this Note available for reissuance. Notwithstanding anything to the Company unless contrary herein, shares of Class B Common Stock represented by a lost, stolen or destroyed stock certificate may be converted pursuant to this Section 9(A) of Article IV if the entire principal amount of this Note, plus all accrued and unpaid interest thereon, holder thereof notifies the Corporation or its transfer agent that such certificate has been so converted. Conversions hereunder shall have the effect lost, stolen or destroyed and delivers an affidavit of lowering the outstanding principal amount of this Note in an amount equal that fact acceptable to the applicable conversion. The Holder Corporation and agrees to indemnify the Company shall maintain records showing the principal amount(s) converted Corporation from any loss incurred by it in each conversionconnection with such lost, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice within one Business Day of delivery of such Conversion Notice. In the event of any dispute stolen or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofdestroyed certificate.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock Ordinary Shares at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”)) and if required, in accordance with the provisions of the Purchase Agreement, delivering to the Company an undertaking towards the NTIA substantially in the form that was attached to the Purchase Agreement as Exhibit B or in any other form required by the NTIA (the “NTIA Undertaking”) duly executed by the Holder. If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonDebenture, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, convertible into shares of Common Stock at the option of the Holder Holder, in whole or in part at any time and from time to time (“Conversion”subject to the limitations on conversion set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion Notice, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered received hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion Notice within one promptly, but in no event later than 2 Business Day of delivery Days after receipt of such Conversion Noticenotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any registered assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. Subject to the Holder's right to rescind pursuant to Section 4(d)(iii), Notices of Conversion shall be irrevocable.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, this Debenture (including all accrued but unpaid interest and all other amounts, costs, expenses and liquidated damages due in lieu respect of requiring the Company to repay the Note in cash, this Note Debenture) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $0.5450, subject to adjustment herein (the “Conversion Price”).

Voluntary Conversion. During At any time while this the occurrence and continuance of an Event of Default and until this Note is no longer outstandingDebenture isoutstanding, subject to the limitations set forth in lieu of requiring the Company to repay the Note in cashSection 4(d), this Note Debenture (including principal and accrued but unpaid interest on any principal being converted, if any) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount (and interest on any accrued interest) of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture (and accrued interest thereon, if applicable) in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During Subject to Section 4(c)(vi), at any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(e)). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). The Conversion Date shall be no earlier than the date that such Notice of Conversion is deemed delivered hereunder. If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Notice of Conversion. Following delivery of the Notice of Conversion Noticeto the Company, the Company shall promptly update the Conversion Schedule (showing the principal amount(s) converted and the date of such conversion(s)) and deliver the same to the Holder. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance date of an Event of Default this Amendment and until this the Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note (inclusive of principal and all accrued and unpaid interest thereon) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of common stock of the Company (the “Common Stock Stock”) at the option of the Holder Payee, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 5(c) hereof). The Holder Payee shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and the accrued and unpaid interest on thereon of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder Payee shall not be required to physically surrender this Note to the Company physically unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount and the unpaid interest thereon of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company shall maintain records showing the principal amount(s) and the accrued and unpaid interest thereon so converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Payee shall be controlling and determinative in the absence of manifest error. The HolderPayee, and any registered assignee by acceptance of this Amendment and of the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this the Note, the unpaid and unconverted principal amount of this the Note may be less than the amount stated on the face hereofthereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(e) and Section 4(f) hereof). The Holder shall effect conversions by delivering to the Company Corporation a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company Corporation unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company Corporation shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company Corporation may deliver an objection to any Notice of Conversion Notice within one two (2) Business Day Days of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Corporation shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During The Note is hereby amended so that, as amended, the occurrence and continuance of an Event of Default following section is added: At any time after the issuance and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, into shares of Common Stock of Creative Medical Technology Holdings, Inc., a Nevada corporation and parent of Maker (“CELZ”) at the option of the Payee, at any time, time and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”). The Holder Payee shall effect conversions by delivering to the Company Maker and CELZ a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder Payee shall not be required physically to physically surrender this Note to the Company Maker unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company Maker shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price such conversion(s). The conversion price in effect at on any Conversion Date shall be one hundred and twenty percent (120%) of the time of each conversionvolume weighted average price (“VWAP”) from March 1, 2018 until March 30, 2018 (the “Conversion Price”). The Company may deliver an objection to any number of Conversion Notice within one Business Day of delivery of such Conversion Notice. In the event of any dispute or discrepancy, the records of the Holder Shares issuable upon a conversion hereunder shall be controlling and determinative in determined by the absence of manifest error. The Holder, and any registered assignee quotient obtained by acceptance of this Note, acknowledge and agree that, by reason of dividing (x) the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted outstanding principal amount of this Note may to be less than converted by (y) the Conversion Price. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share that the Payee would otherwise be entitled to purchase upon such conversion, the Maker shall at its election, either pay a cash adjustment in respect of such final fraction in an amount stated on equal to such fraction multiplied by the face hereofConversion Price or round up to the next whole share.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required physically to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.,

Voluntary Conversion. During the occurrence and continuance of an Event of Default and until this Note is no longer outstanding, in lieu of requiring the Company At any time prior to repay the Note in cashRepayment Date, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the sole option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all together with accrued and but unpaid interest thereon, due thereon (the “Outstanding Amount”) has been so converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions Partial conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default time the Conversion Shares Approval is obtained and until this Note is no longer outstanding, in lieu the entire principal amount of requiring the Company to repay the Note in cashthis Note, this Note plus all accrued and unpaid interest thereon, shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock the Company’s common stock (such shares, the “Conversion Shares”) at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 8.3 of the Second Amendment). The Holder shall effect conversions by delivering to the Company a Notice of Conversion Notice(in accordance with Section 10.1(a)), the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note and any accrued and unpaid interest thereon to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be requiredto have been given to the Company in accordance with Section 10.1(a). To effect conversions hereunderconvert this Note, the Holder shall not be required to (a) physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so or is being converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the Conversion Shares on the Share Delivery Date, or (b) provide any medallion guarantee (or other type of guarantee or notarization) on the Notice of Conversion. Conversions hereunder of this Note shall have the effect of lowering the outstanding principal amount of this Note and any accrued and unpaid interest thereon in an amount equal to the applicable conversionamounts converted. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one Business Day of delivery the date the Notice of such Conversion Noticeis given to the Company. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The HolderHxxxxx, and any registered assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time following the occurrence Maturity Date and continuance of prior to an Event of Default and until this Note is no longer outstanding, Uplisting Conversion as set forth in lieu of requiring the Company to repay the Note in cashSection 4(e) below, this Note Debenture (including all accrued but unpaid interest and all other amounts, costs, expenses and liquidated damages due in respect of this Debenture) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering by 4 PM Eastern time to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that one Trading Day after such Notice of Conversion Notice is deemed delivered hereunder. No ink-original , and in no event may the Conversion Notice shall Date be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be requiredprior to such date. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one 1 Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During (a) Each Holder shall have the occurrence and continuance of an Event of Default and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in partright, at its option, exercisable at any time, time and from time to timetime from the Issue Date, to convert, subject to the terms and provisions of this Section 6 and Section 10, any or all of such Holder's shares of the Series A Preferred Stock into such whole number of shares of Common Stock per share of the Series A Preferred Stock as is equal to the Conversion Ratio in effect on the date of conversion, plus cash in lieu of any fractional share of Common Stock as provided in Section 7. (b) The conversion right of a Holder shall be exercised by the Holder by the delivery to the Corporation at any time during usual business hours at the option Corporation's principal place of business or the offices of the Holder (“Conversion”). The Holder shall effect conversions by delivering Transfer Agent of a written notice to the Company a Conversion Notice, Corporation in the form of which is attached hereto as Annex Exhibit B that the Holder elects to convert the number of its shares of the Series A (each, a “Conversion Notice”), specifying therein Preferred Stock specified in such notice. The conversion of shares of the principal amount and interest on this Note to be converted and the date on which such conversion shall Series A Preferred Stock not represented by physical certificates will be effected (such date, through the “Conversion Date”)facilities of the Depositary as described in Section 14. If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be shares of the date Series A Preferred Stock that such Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (the Holder wishes to convert are represented by one or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereundermore physical certificates, the Holder shall not be required to physically surrender this Note such physical certificate or certificates to the Company unless Corporation or the entire principal amount Transfer Agent (properly endorsed or assigned for transfer, if the Corporation shall so require). The shares of this Note, plus all accrued Common Stock and unpaid interest thereon, has been so converted. Conversions hereunder cash in lieu of any fractional share due to such Holder surrendering physical certificates shall have the effect of lowering the outstanding principal amount of this Note in an amount equal be delivered to the applicable conversion. The Holder and each surrendered physical certificate shall be canceled and retired. Immediately prior to the Company shall maintain records showing the principal amount(s) converted in each conversion, close of business on the date of each conversion, and receipt by the Conversion Price in effect at the time Corporation or its duly appointed Transfer Agent of each conversion. The Company may deliver an objection to any Conversion Notice within one Business Day notice of delivery conversion of such Conversion Notice. In the event of any dispute or discrepancy, the records shares of the Series A Preferred Stock, each converting Holder shall be controlling deemed to be the holder of record of Common Stock issuable upon conversion of such Holder's shares of the Series A Preferred Stock notwithstanding that the share register of the Corporation shall then be closed or that, if applicable, physical certificates representing such Common Stock shall not then be actually delivered to such Holder. On the date of any conversion, all rights of any Holder with respect to the shares of the Series A Preferred Stock so converted, including the rights, if any, to receive distributions of the Corporation's assets (including, but not limited to, the Liquidation Preference) or notices from the Corporation, will terminate, except only for the rights of any such Holder to (i) receive physical certificates (if applicable) for the number of whole shares of Common Stock into which such shares of the Series A Preferred Stock have been converted and determinative cash in the absence lieu of manifest error. The Holderany fractional share as provided in Section 7, and any registered assignee by acceptance (ii) exercise the rights to which he, she or it is entitled as a holder of this Note, acknowledge and agree that, by reason Common Stock into which such shares of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofSeries A Preferred Stock have been converted.

Voluntary Conversion. During After the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”)Holder. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion Notice within one Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(e)). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance one-year anniversary of an Event of Default and the Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time and from time to time, commencing on the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be requiredrequired so long as the shares to be issued pursuant thereto are to be registered in the name of the holder of the Note. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has thereon and all other amounts due under this Note have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) and/or any other amounts due under this Note converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion Notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, either into shares of Common Stock at or a cash payment equivalent to a multiple of (i) the closing price of the shares of Common Stock on the day that the Holder notifies the Company of its intent to convert this Note (or a portion thereof) and (ii) the number of shares of Common Stock that would otherwise have been issued if the Company had chosen the option to convert into Common Stock; provided, however, that although the decision to convert is solely within the discretion of the Holder (“Conversion”)Holder, the form of payment is solely within the discretion of the Company. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one 1 Business Day of delivery of such Conversion Notice. In the event Notice of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorConversion. The Holder, and any registered assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time on or after the occurrence and continuance of an Event of Default and that has not been cured in accordance with Section 6 hereof until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interestconvertible at the Mandatory Default Amount, in whole or in part, at any time, and from time part subject to timethe terms of Section 6(b) hereof, into shares of Common Stock Stock, at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance date of an Event of Default this Amendment and until this the Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note (inclusive of principal and all accrued and unpaid interest thereon) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of common stock of the Company (the "Common Stock Stock") at the option of the Holder Payee, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 5(c) hereof). The Holder Payee shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount and the accrued and unpaid interest on thereon of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder Payee shall not be required to physically surrender this Note to the Company physically unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount and the unpaid interest thereon of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company shall maintain records showing the principal amount(s) and the accrued and unpaid interest thereon so converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Payee shall be controlling and determinative in the absence of manifest error. The HolderPayee, and any registered assignee by acceptance of this Amendment and of the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this the Note, the unpaid and unconverted principal amount of this the Note may be less than the amount stated on the face hereofthereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, convertible into shares of Common Stock at the option of the Holder (“Conversion”)Holder, in whole or in part at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Conversion Notice, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered provided hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so convertedconverted and all accrued but unpaid interest thereon has been paid in full in cash. Conversions of principal of this Note hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion Notice within one 1 Business Day of delivery receipt of such Conversion Noticenotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any registered assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, under no circumstances shall the Company effect a conversion into Common Stock under this subsection or issue shares of Common Stock in payment of interest, in the aggregate equal to twenty percent (20%) or more of the Common Stock or voting power outstanding prior to the issuance of the Notes without first obtaining stockholder approval if required by law or applicable stock exchange rules.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of the Company’s Common Stock at the option of the Holder (the “ConversionConversion Shares”), subject to mechanics of conversion and adjustment provisions set forth in Schedule 3 hereof, the terms of which are incorporated by reference herein. The Holder shall effect affect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected affected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records the Note Schedule attached hereto as Schedule 1 showing the principal amount(s) converted in each conversion, and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after each conversion, and the Conversion Price in effect at the time of each conversionamendment thereto. The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding any provision in this Note to the contrary, the Company will not be required to affect any conversion of this Note to the extent any such conversion would result in the Company effecting aggregate conversions of principal and accrued interest on this Note in an amount greater than the Note Balance.

Voluntary Conversion. During From and after the occurrence and continuance of an Event of Default and until this Note is no longer outstandingIssue Date, in lieu of requiring the Holder may, at its option, require the Company to repay convert all, or any portion, of the Note in cash, then-outstanding principal amount of this Note shall be convertible, including any plus accrued and unpaid interest, in whole or in part, at any time, and from time to time, interest thereon into shares of Common Stock at the option of the Holder (“Conversion”)Stock. The Holder shall effect conversions request a voluntary conversion under this Section 3(a) by delivering to the Company a Conversion Noticenotice of conversion, the form of which is attached hereto as Annex A (each, a the “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (which date shall be a Business Day of the Holder’s choosing that is no more than ten or fewer than two (2) Business Days after the Holder sends the Notice of Conversion) (such date, the “Conversion Date”). If no Conversion Date is specified The Company shall maintain a register (the "Register") for the recordation of the names and addresses of the holders of the Note and the principal amount (and stated interest thereon) held by such holders (the "Registered Notes"). A Registered Note may be assigned, transferred or sold in whole or in part only (i) in accordance with Section 9(i) hereof and (ii) by registration of such assignment, transfer or sale on the Register (collectively, a Conversion Notice“Valid Assignment”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. Upon a Valid Assignment, the Conversion Date (y) Company shall issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee and (z) Person whose name is recorded in the Register as the owner of a Note pursuant to the Valid Assignment shall be treated as the date that owner of such Conversion Notice is deemed delivered Note for all purposes, including, without limitation, the right to receive payments of principal and Interest, if any, hereunder, notwithstanding notice to the contrary. No ink-original Conversion Notice shall be requiredNotwithstanding anything to the contrary set forth herein, nor shall any medallion guarantee (or other type of guarantee or notarization) upon conversion of any Conversion Notice form be required. To effect conversions hereunderportion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding full principal amount of this Note and any accrued Interest thereon represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in an amount equal to the applicable conversiona Notice of Conversion) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the principal amount(samount and Interest converted and/or paid (as the case may be) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice within one Business Day of delivery dates of such Conversion Notice. In conversions, and/or payments (as the event of any dispute case may be) or discrepancyshall use such other method, the records of reasonably satisfactory to the Holder shall be controlling and determinative in the absence of manifest error. The HolderCompany, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount so as not to require physical surrender of this Note may be less than the amount stated on the face hereofupon conversion.

Voluntary Conversion. During After the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”)Holder. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion Notice within one Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During After the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu and provided that that the provisions of requiring Rule 144 under the Company to repay the Note in cashSecurities Act so permit, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”)Holder. The Holder shall effect conversions by delivering to the Company a Conversion NoticeCompany’s transfer agent the required information and applicable transfer agent fees for the conversion along with Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To rxxxxxxx.Xx effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion Notice within one three Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered approved assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, unpaid principal and then accrued and unpaid interest on this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”)Holder, at any time and from time to time; provided, however, that the amount of this Note that is converted shall be no less than $25,000 and the balance on this Note following a conversion shall not be less than $25,000. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering first reducing the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion and thereafter reducing any accrued and unpaid interest. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire outstanding principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cashthis Debenture (including principal and accrued but unpaid interest on any principal being converted, this Note if any) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount (and interest on any accrued interest) of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture (and accrued interest thereon, if applicable) in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”)effected. If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereonthereon and any other amounts owing, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions Any conversion hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable principal amount being converted provided that the Company delivers the Conversion Shares and pays the applicable Floor Price Spread Amount with respect to such conversion, if any, in accordance with this Section 4. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu principal of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one two (2) Business Day Days of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Holder shall be convertible, including entitled to convert any accrued portion of the outstanding and unpaid interestConversion Amount (as defined below) into validly issued, in whole or in part, at any time, fully paid and from time to time, into non-assessable shares of Common Stock Stock, at the option of Conversion Rate (as defined below) (subject to the Holder (“Conversion”conversion limitations set forth in Section 4(d)). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). The Conversion Date shall be no earlier than the date that such Notice of Conversion is deemed delivered hereunder. If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the accrued and then unpaid interest on this Note and thereafter lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and Following delivery of the Notice of Conversion to the Company, the Company shall maintain records promptly update the Conversion Schedule (showing the principal amount(s) converted in each conversion, and the date of each conversion, such conversion(s)) and deliver the Conversion Price in effect at same to the time of each conversion. The Company may deliver an objection to any Conversion Notice within one Business Day of delivery of such Conversion NoticeHolder. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note and accrued interest therein may be less than the amount stated on the face hereof.

Voluntary Conversion. During After the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”). The Holder shall effect conversions by delivering to the Company a Conversion Notice, the form of which is attached hereto as Annex A (each, a “Conversion Notice”), specifying therein the principal amount and interest on this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice within one Business Day of delivery of such Conversion Notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time beginning one year after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (the “ConversionConversion Shares”), subject to mechanics of conversion and adjustment provisions set forth herein. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Note Schedule showing the principal amount(s) converted in each conversion, and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after each conversion, and the Conversion Price in effect at the time of each conversionamendment thereto. The Company may deliver an objection to any Notice of Conversion Notice within one one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofof this Note.

Voluntary Conversion. During The Note is hereby amended so that, as amended, the occurrence and continuance of an Event of Default following section is added: At any time after the issuance and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, into shares of Common Stock of the Maker at the option of the Payee, at any time, time and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”). The Holder Payee shall effect conversions by delivering to the Company Maker a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder Payee shall not be required physically to physically surrender this Note to the Company Maker unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder Payee and the Company Maker shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price such conversion(s). The conversion price in effect at on any Conversion Date shall be one hundred and twenty percent (120%) of the time of each conversionvolume weighted average price (“VWAP”) from March 1, 2018 until March 30, 2018 (the “Conversion Price”). The Company may deliver an objection to any number of Conversion Notice within one Business Day of delivery of such Conversion Notice. In the event of any dispute or discrepancy, the records of the Holder Shares issuable upon a conversion hereunder shall be controlling and determinative in determined by the absence of manifest error. The Holder, and any registered assignee quotient obtained by acceptance of this Note, acknowledge and agree that, by reason of dividing (x) the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted outstanding principal amount of this Note may to be less than converted by (y) the Conversion Price. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share that the Payee would otherwise be entitled to purchase upon such conversion, the Maker shall at its election, either pay a cash adjustment in respect of such final fraction in an amount stated on equal to such fraction multiplied by the face hereofConversion Price or round up to the next whole share.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance date of an Event of Default and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cashNote, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To xxxxxxxx.Xx effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (the “ConversionConversion Shares”), subject to mechanics of conversion and adjustment provisions set forth herein. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Note Schedule showing the principal amount(s) converted in each conversion, and the date of such conversion(s), a copy of which shall be certified by the Company and promptly provided to Holder after each conversion, and the Conversion Price in effect at the time of each conversionamendment thereto. The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.,

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Sections 4(d) or 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount Conversion Amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(sConversion Amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During the occurrence and continuance of If an Event of Default and occurs, then at any time after six months after the Original Issue Date, until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Price. The conversion price in effect on any Conversion Date (assuming that a conversion is permitted pursuant to Section 4(a) of this Note) shall be equal to the Alternate Conversion Price. If at any time while this Note is outstanding, the Company enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), Section 3(a)(10) transaction, or in any other financing transaction involving convertible securities (including equity incentives) in which any 3rd party has the right to receive shares of Common Stock at a price lower than the Holder’s applicable conversion price under this Note on any Conversion Date, then the Holder’s applicable conversion price on the Conversion Date then and in the future shall be automatically adjusted to such lower price. If at any time while this Note is outstanding, the Company issues any shares of Common Stock, other than shares (i) reserved as employee shares described under the Company’s option pool, (ii) issued for consideration other than cash pursuant to a merger, consolidation, acquisition, or similar business combination approved by the Company’s Board of Directors, (iii) issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution, approved by the Company’s Board of Directors, (iv) which the holders of a majority of the outstanding promissory notes of the Company have waived their anti-dilution rights to (including the Holder), and (v) issued or issuable pursuant to any warrants and convertible securities that are outstanding as of the date of the issuance of Note, at a price lower than the Holder’s applicable conversion price under this Note on any Conversion Date, then the Holder’s applicable conversion price on the Conversion Date then and in the future shall be automatically adjusted to such lower price. The Company shall give notice to the Holder within one (1) business day of an event that requires any adjustment pursuant to the immediately preceding sentence. All such determinations will be appropriately adjusted for any price change pursuant to the ratchet described above, stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Voluntary Conversion. During At any time after the occurrence and continuance sooner to occur of an Event 180 days from the Original Issue Date or when the shares issuable upon conversion of Default this Debenture have been registered on a registration statement that has been declared effective by the Commission and until this Note Debenture is no longer outstanding, subject to the limitations set forth in lieu of requiring the Company to repay the Note in cashSection 4(d), this Note Debenture (including principal and accrued but unpaid interest on any principal being converted, if any) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount (and interest on any accrued interest) of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be requiredrequired by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture (and accrued interest thereon, if applicable) in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required physically to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Upon every Conversion, the Company shall deliver an additional $1,000 worth of shares (as calculated by the Conversion Price in effect on the Conversion Notice being honored) to cover the Holder’s expenses and deposit fees associated with each Notice of Conversion.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until all amounts due under this Note is no longer outstanding, have been paid in lieu of requiring the Company to repay the Note in cashfull, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount and interest on of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To xxxxxxxx.Xx effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has thereon and all other amounts due under this Note have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) and/or any other amounts due under this Note converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock ADSs at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including and any accrued and unpaid interestinterest shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time; provided, however, that unless and until such time as the Company has received Requisite Stockholder Approval the Holder shall not be permitted to effect any conversion of this Note to the extent that the shares of Common Stock issuable upon such conversion when taken together with the shares of Common Stock previously issued with respect to (i) prior conversions of any other 10% Convertible Notes and/or (ii) the payment of dividends on any 10% Convertible Notes in shares of Common Stock and/or (iii) otherwise in connection with the issuance of the 10% Convertible Notes shall result in the issuance of shares of Common Stock that constitute more than 19.9% of the Common Stock outstanding on the Original Issue Date (the “ConversionConversion Limit”). In the event that the Holder elects to effect a conversion that would exceed the Conversion Limit prior to the Company’s receipt of Requisite Stockholder Approval, the Company shall, in lieu of effecting such conversion, pay to the Holder in cash, an amount per share equal to the then applicable Conversion Price per share. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original The Company shall, promptly upon its receipt of a Notice of Conversion, notify the Holder by telephone and by facsimile of the number of shares of Common Stock outstanding on such date and the number of Conversion Shares which would be issuable to the Holder if the conversion requested in such Notice shall be requiredof Conversion were effected in full, nor shall any medallion guarantee (whereupon, notwithstanding anything to the contrary set forth in this Note, the Holder may, to the extent that the Holder determines that such conversion would result in the Holder and its affiliates beneficially owning more than 9.9% of the Company's outstanding shares of Common Stock, within one Trading Day of its receipt of the Company's notice as required by this sentence, revoke such conversion in whole or other type of guarantee in part by notifying the Company by telephone or notarization) of any Conversion Notice form be requiredfacsimile. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, Note plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice within one Business Day of delivery of such Conversion Notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorconversion(s). The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Amendment Issue Date until no obligations under this Note is no longer are due or owing or outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”)Holder, at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(c) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any anyk Notice of Conversion Notice form from be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the first (1st) Business Day immediately following the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default time the Sixth Amendment Stockholder Approval Effectiveness Date and until this Note is no longer outstanding, in lieu the entire principal amount of requiring the Company to repay the Note in cashthis Note, this Note plus all accrued and unpaid interest thereon, shall be convertible, including any accrued and unpaid interest, in whole or in part, into shares of the Company’s common stock (such shares, the “Conversion Shares”) at the option of the Holder, at any time, time and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”). The Holder shall effect conversions by delivering to the Company a Notice of Conversion Notice(in accordance with Section 10.1(a)), the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note and any accrued and unpaid interest thereon to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be requiredto have been given to the Company in accordance with Section 10.1(a). To effect conversions hereunderconvert this Note, the Holder shall not be required to (a) physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so or is being converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the Conversion Shares on the Share Delivery Date, or (b) provide any medallion guarantee (or other type of guarantee or notarization) on the Notice of Conversion. Conversions hereunder of this Note shall have the effect of lowering the outstanding principal amount of this Note and any accrued and unpaid interest thereon in an amount equal to the applicable conversionamounts converted. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one Business Day of delivery the date the Notice of such Conversion Noticeis given to the Company. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The HolderHxxxxx, and any registered assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after ninety (90) days after the occurrence and continuance date of an Event of Default and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cashNote, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence date the Borrower has received (i) NASDAQ Approval (as defined in the Purchase Agreement) and continuance of an Event of Default and (ii) Shareholder Approval (as defined below) (the "Initial Conversion Date"), until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company Borrower a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion Notice”"Notice of Conversion"), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company Borrower shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company Borrower may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During the occurrence and continuance of an Event of Default and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this This Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof), beginning on the earlier of (i) the seven month anniversary of the first Tranche Closing Date under the Purchase Agreement, or (ii) the occurrence of an Event of Default. The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted converted, accrued and unpaid interest outstanding under this Note to be converted, and/or Mandatory Default Amount (if applicable) to be converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default and Original Issue Date until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions Conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on this Note Conversion Amount to be converted and the date on which such conversion Conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions Conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Late Fees (if any), Make-Whole Amounts (as applicable) and other amounts payable in respect of this Note, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to 100% (irrespective of any higher percentage used in calculating the applicable conversionConversion Amount hereunder as set forth in the definition of “Conversion Amount”) of the principal amount of this Note to be converted in such Conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch Conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time following the occurrence Maturity Date and continuance of an Event of Default and until this Note is no longer outstanding, prior to a Mandatory Conversion as set forth in lieu of requiring the Company to repay the Note in cashSection 4(e) below, this Note Debenture (including all accrued but unpaid interest and all other amounts, costs, expenses and liquidated damages due in respect of this Debenture) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During the occurrence and continuance of an Event of Default and At any time until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder Holder, at any time and from time to time (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(samounts) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During Following the occurrence and continuance six (6) month anniversary of an Event of Default and until this Note is no longer outstanding, in lieu of requiring the Company to repay the Note in cashdate hereof, this Note Debenture (including any accrued but unpaid default interest and all other amounts, costs, expenses and liquidated damages due in respect of this Debenture) shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all any accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one (1) Business Day of delivery of such Conversion NoticeNotice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.

Voluntary Conversion. During At any time after the occurrence and continuance of an Event of Default time the Sixth Amendment Stockholder Approval Effectiveness Date and until this Note is no longer outstanding, in lieu the entire principal amount of requiring the Company to repay the Note in cashthis Note, this Note plus all accrued and unpaid interest thereon, shall be convertible, including any accrued and unpaid interest, in whole or in part, into shares of the Company’s common stock (such shares, the “Conversion Shares”) at the option of the Holder, at any time, time and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”). The Holder shall effect conversions by delivering to the Company a Notice of Conversion Notice(in accordance with Section 10.1(a)), the form of which is attached hereto as Annex A (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note and any accrued and unpaid interest thereon to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be requiredto have been given to the Company in accordance with Section 10.1(a). To effect conversions hereunderconvert this Note, the Holder shall not be required to (a) physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so or is being converted, in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the Conversion Shares on the Share Delivery Date, or (b) provide any medallion guarantee (or other type of guarantee or notarization) on the Notice of Conversion. Conversions hereunder of this Note shall have the effect of lowering the outstanding principal amount of this Note and any accrued and unpaid interest thereon in an amount equal to the applicable conversionamounts converted. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion Notice within one Business Day of delivery the date the Notice of such Conversion Noticeis given to the Company. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The HolderXxxxxx, and any registered assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Voluntary Conversion. During Commencing on the occurrence Original Issue Date, and continuance of an Event of Default and thereafter from time to time until this Note Debenture is no longer outstanding, in lieu of requiring the Company to repay the Note in cash, this Note Debenture shall be convertible, including any accrued and unpaid interest, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder (“Conversion”Holder, subject to the conversion limitations set forth in Section 4(i) and Section 4(j). The Holder shall effect conversions by delivering to the Company a Conversion NoticeNotice of Conversion, the form of which is attached hereto as Annex A B (each, a “Conversion NoticeNotice of Conversion”), specifying therein the principal amount and interest on of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Conversion NoticeNotice of Conversion, the Conversion Date shall be the first (1st) Business Day immediately following the date that such Notice of Conversion Notice is deemed delivered hereunder. No ink-original Notice of Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion Notice form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount of this NoteDebenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Conversion Notice within one Business Day of delivery of such Conversion Noticeconversion(s). In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any registered assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.