Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless # it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and # the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(d). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless # it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and # the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(d)b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless # it first gives, to the extent practicable, thirty (30)fifteen (15) days prior written notice (but in any event at least fifteen (15)ten (10) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and # the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(d)b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes,Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless # it first gives, to the extent practicable, thirty (30)ten (10) days prior written notice (but in any event at least fifteen (15)five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and # the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(d).Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes,this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affecteffectuate any transaction described in this Section 1.6(b) unless # it first gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and # the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(d)b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior toassuming unrestricted convertibility) upon the conversion of allthis Note, such shares of the Notes, there shallstock, securities or assets as may be any merger, consolidation,issued or payable with respect to or in exchange for a number of shares, recapitalization, reorganization, or other similar event, as a result of whichoutstanding shares of Common Stock ofequal to the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuableacquirable and receivable (directly or upon subsequent conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction hadassuming unrestricted convertibility) upon conversion of this Note been convertedhad such Organic Change not taken place (except that the terms of the parenthetical provision at the end of the next sentence shall be applied in fulldetermining the number of shares of Common Stock immediately prior to such transaction (without regard to any limitations on conversion set forth herein),theretofore acquirable and inreceivable). In any such casecase, appropriate provisionsprovision shall be made with respect to the Holder’s rights and interests of the Holder of this Note to the end that the provisions hereof (including,contained in this Note (including without limitation,limitation provisions for adjustment of the Conversion Price andadjustments of the number of shares issuableof Common Stock acquirable and receivable upon conversionthe exercise of the Note)conversion rights granted herein) shall thereafter be applicable, as nearly as may be practicableapplicable in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion hereof. Theof this Note (including, in the case of any such consolidation, merger or sale in which the successor Borrower shall not affect any transaction describedor purchasing entity is other than the Borrower, an immediate adjustment in the number of shares of Common Stock acquirable and receivable upon conversion of this Section 1.6(b) unless # it first gives, toNote). In the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice)of a merger or consolidation of the record dateBorrower with or into another Borrower or the sale of all or substantially all of the special meetingBorrower’s property and assets to another Borrower as a result of shareholderswhich a number of shares of common stock of the surviving or purchasing Borrower greater or lesser than the number of shares of Common Stock of the Borrower outstanding immediately prior to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar eventconsolidation or sale are issuable to holders of assets (duringCommon Stock, the aggregate number of shares of Common Stock into which time the Holderthis Note was convertible in effect immediately prior to such merger, consolidation or sale shall be entitled to convert this Note) and #adjusted as though there were a subdivision or combination of the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligationsoutstanding shares of Common Stock. The provisions of this Section 1.6(d). The above provisionssubsection # shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.Organic Changes.

Adjustment Due to Merger, Consolidation, Etc. If,Conversion Right. The Holder shall have the right at any time whento convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of this Note is issuedinto fully paid and outstanding and priornon-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of allwhich the sum of # the Notes, there shall be any merger, consolidation, exchangenumber of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower shall be changed intosubject to a limitation on conversion or exercise analogous to the same or a differentlimitations contained herein) and # the number of shares of another class or classes of stock or securitiesCommon Stock issuable upon the conversion of the Borrower or another entity, orportion of this Note with respect to which the determination of this proviso is being made, would result in casebeneficial ownership by the Holder and its affiliates of any sale or conveyance of all or substantially allmore than 4.99% of the assetsoutstanding shares of Common Stock. For purposes of the Borrower other thanproviso to the immediately preceding sentence, beneficial ownership shall be determined in connectionaccordance with a plan of complete liquidationSection 13(d) of the Borrower, thenSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall thereafter havebe determined by dividing the rightConversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the ''Notice of Conversion”), delivered to receive uponthe Borrower or Borrower's transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower's transfer agent before 6:00 p.m., [[Address A:Address]] time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, upon the basis and uponsum of # the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holderprincipal amount of this Note to be converted in such conversion plus # at the end thatHolder's option, accrued and unpaid interest, if any, on such principal amount at the provisions hereof (including, without limitation, provisions for adjustment ofinterest rates provided in this Note to the Conversion Price and ofDate, plus # at the number of shares issuable upon conversion ofHolder's option, Default Interest, if any, on the Note) shall thereafter be applicable, as nearly as may be practicableamounts referred to in relation tothe immediately preceding clauses # and/or # plus # at the Holder's option, any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless # it first gives,amounts owed to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholdersHolder pursuant to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note)[Sections 1.3 and # the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(d). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.4(g)] hereof.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or inIn case of any Sale Event (not to include a sale or conveyance of all or substantially all of the assets of the Borrower other thanCompany’s assets) in connection with a plan of complete liquidation ofwhich this Note is not redeemed or converted, the Borrower, thenCompany shall cause effective provision to be made so that the Holder of this Note shall thereafter have the right to receive upon conversion ofthereafter, by converting this Note, uponto purchase or convert this Note into the basiskind and upon the terms and conditions specified herein and in lieunumber of the shares of Common Stock immediately theretofore issuable upon conversion, such stock,stock or other securities or assets which the Holder would have been entitled to receive inproperty (including cash) receivable upon such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price andreclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares issuableof Common Stock that could have been purchased upon conversionexercise of the Note) shall thereafter be applicable,Note and at the same Conversion Price, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction describeddefined in this Section 1.6(b) unless # it first gives,Note, immediately prior to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and # the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(d).Sale Event. The aboveforegoing provisions shall similarly apply to successive consolidations, mergers, sales, transfersSale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or share exchanges.successor person or entity acting in good faith.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or inIn case of any Sale Event (not to include a sale or conveyance of all or substantially all of the assets of the Borrower other thanCompany’s assets) in connection with a plan of complete liquidation ofwhich this Note is not redeemed or converted, the Borrower, thenCompany shall cause effective provision to be made so that the Holder of this Note shall thereafter have the right to receive upon conversion ofthereafter, by converting this Note, uponto purchase or convert this Note into the basiskind and upon the terms and conditions specified herein and in lieunumber of the shares of Common Stock immediately theretofore issuable upon conversion, such stock,stock or other securities or assets which the Holder would have been entitled to receive inproperty (including cash) receivable upon such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price andreclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares issuableof Common Stock that could have been purchased upon conversionexercise of the Note) shall thereafter be applicable,Note and at the same Conversion Price, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction describeddefined in this Section 1.6(b) unless # it first gives,Note, immediately prior to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and # the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(d).Sale Event. The aboveforegoing provisions shall similarly apply to successive consolidations, mergers, sales, transfersSale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or share exchanges.successor person or entity acting in good faith.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or inIn case of any Sale Event (not to include a sale or conveyance of all or substantially all of the assets of the Borrower other thanCompany’s assets) in connection with a plan of complete liquidation ofwhich this Note is not redeemed or converted, the Borrower, thenCompany shall cause effective provision to be made so that the Holder of this Note shall thereafter have the right to receive upon conversion ofthereafter, by converting this Note, uponto purchase or convert this Note into the basiskind and upon the terms and conditions specified herein and in lieunumber of the shares of Common Stock immediately theretofore issuable upon conversion, such stock,stock or other securities or assets which the Holder would have been entitled to receive inproperty (including cash) receivable upon such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price andreclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares issuableof Common Stock that could have been purchased upon conversionexercise of the Note) shall thereafter be applicable,Note and at the same Conversion Price, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction describeddefined in this Section 1.6(b) unless # it first gives,Note, immediately prior to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and # the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(d).Sale Event. The aboveforegoing provisions shall similarly apply to successive consolidations, mergers, sales, transfersSale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or share exchanges.successor person or entity acting in good faith.