CONVERSION PROCEDURES. In order to convert any Conversion Amount into applicable shares of Common Stock pursuant to Section 3 above, the Holder shall # deliver an executed notice of conversion, in the form attached hereto as Exhibit I (the “Conversion Notice”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 11), in each case, to the Chief Financial Officer of the Company in accordance with Section 20. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) trading day following the date of receipt of a Conversion Notice, the Company shall cause the Transfer Agent to issue and deliver the Conversion Shares by means of delivery of book entry shares to the account of the Holder or to the account of the securities intermediary of the Holder for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion pursuant to this Section 4 and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later than three (3) business days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note representing the outstanding Principal not converted. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective date of the Change of Control.

CONVERSION PROCEDURES. In order to convert any Conversion Amount into applicable sharesDelivery of Common Stock pursuant to Section 3 above,Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this [Section 1.4], the Borrower shall #issue and deliver an executed noticeor cause to be issued and delivered to or upon the order of conversion, in the form attached heretoHolder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as Exhibit Icontemplated by [Section 1.4(f)] hereof) within one (1) Trading Day after such receipt (the “Conversion Notice”“Deadline”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note (and, solely in the case of its loss, theftconversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company shall fail for any reason or destruction as contemplated by Section 11), in each case,for no reason to issue to the Chief Financial OfficerHolder on or prior to the Deadline a certificate for the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, # the Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the product of # the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and # the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company in accordancecould have issued such Conversion Shares to the Holder without violating this [Section 1.4(d)]; and # the Holder, upon written notice to the Company, may void its Notice of Conversion with Section 20. Onrespect to, and retain or beforehave returned, as the first (1st) trading day followingcase may be, any portion of this Note that has not been converted pursuant to such Notice of Conversion; provided that the voiding of an Notice of Conversion shall not affect the Company’s obligations to make any payments which have accrued prior to the date of receipt of a Conversion Notice,such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Noticefail to issue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s transfer agent (the “Transfer Agent”). Onshare register or beforecredit the third (3rd) trading day following the date of receipt of a Conversion Notice, the Company shall cause the Transfer Agent to issue and deliver the Conversion Shares by means of delivery of book entry shares to theHolder’s balance account of the Holder or to the account of the securities intermediary of the Holder for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws,with DTC for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversionentitled upon the Holder’s exercise hereunder or pursuant to this Section 4the Company’s obligation pursuant to clause (ii) below, and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later than three (3) business daysif on or after receipt of this Note and at its own expense, issue and deliver tosuch Trading Day the Holder (or its designee)purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a new Note representingsale by the outstanding Principal not converted. The person or persons entitled to receive theHolder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate, or # promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock, times # the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note shall be treated for all purposes as required pursuant to the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective date of the Change of Control.terms hereof.

CONVERSION PROCEDURES. In order to convert any Conversion Amount into applicable sharesDelivery of Common Stock pursuant to Section 3 above,Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this [Section 1.4], the Borrower shall #issue and deliver an executed noticeor cause to be issued and delivered to or upon the order of conversion, in the form attached heretoHolder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as Exhibit Icontemplated by [Section 1.4(f)] hereof) within one (1) Trading Day after such receipt (the “Conversion Notice”“Deadline”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note (and, solely in the case of its loss, theftconversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company shall fail for any reason or destruction as contemplated by Section 11), in each case,for no reason to issue to the Chief Financial OfficerHolder on or prior to the Deadline a certificate for the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, # the Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the product of # the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and # the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company in accordance with Section 20. Oncould have issued such Conversion Shares to the Holder without violating this [Section 1.4(d)]; and # the Holder, upon written notice to the Company, may void all or beforeany portion of such Notice of Conversion; provided that the first (1st) trading day followingvoiding of all or any portion of a Notice of Conversion shall not affect the Company’s obligations to make any payments which have accrued prior to the date of receipt of a Conversion Notice,such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Noticefail to issue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s transfer agent (the “Transfer Agent”). Onshare register or beforecredit the third (3rd) trading day following the date of receipt of a Conversion Notice, the Company shall cause the Transfer Agent to issue and deliver the Conversion Shares by means of delivery of book entry shares to theHolder’s balance account of the Holder or to the account of the securities intermediary of the Holder for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws,with DTC for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversionentitled upon the Holder’s exercise hereunder or pursuant to this Section 4the Company’s obligation pursuant to [clause (ii)] below, and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later than three (3) business daysif on or after receipt of this Note and at its own expense, issue and deliver tosuch Trading Day the Holder (or its designee)purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a new Note representingsale by the outstanding Principal not converted. The person or persons entitled to receive theHolder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either # pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate, or # promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of # such number of shares of Common Stock, times # the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note shall be treated for all purposes as required pursuant to the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective date of the Change of Control.terms hereof.

Holder's Conversion Requirements. To convert any Conversion Amountthis Note into applicable shares of Common Stock pursuant to [Section 3] above,on any date set forth in the Conversion Notice by the Holder (the Conversion Date"), the Holder shall # deliver antransmit by email, facsimile or otherwise deliver, for receipt on or prior to 11 59 p.m., Eastern Time, on such date or on the next business day, a copy of a fully executed notice of conversion,conversion in the form attached hereto as [Exhibit I] (the “Conversion Notice”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by [Section 11]), in each case,Exhibit 1 to the Chief Financial Officer of the Company in accordance with [Section 20]. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as [Exhibit II], of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) trading day following the date of receipt of a Conversion Notice, the Company shall cause the Transfer Agent to issue and deliver the Conversion Shares by means of delivery of book entry shares to the account of the Holder or to the account of the securities intermediary of the Holder for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion pursuant to this [Section 4] and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later than three (3) business days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note representing the outstanding Principal not converted. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective date of the Change of Control.Company.

CONVERSION PROCEDURES. In order to convert any Conversion Amount into applicable shares of Common Stock pursuant to Section 3 above, the Holder shall # deliver an executed notice of conversion, in the form attached hereto as Exhibit I (the “Conversion Notice”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplatedCompany’s Response. Upon receipt by Section 11), in each case, to the Chief Financial Officer of the Company in accordance with Section 20. On or before the first (1st) trading day following the date of receipta copy of a Conversion Notice, the Company shall transmit byas soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or email an acknowledgment of confirmation, in the form attached hereto as Exhibit II,electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder andindicating that the Company’s transfer agent (the “Transfer Agent”). On or beforeCompany will process such Conversion Notice in accordance with the third (3rd) trading day followingterms herein. Within five (5) Business Days after the date of receipt of athe Conversion Notice,Confirmation the Company shall cause the Transfer Agentits transfer agent to issue and deliver the Conversion Shares by means of delivery of book entry shares toregistered in the accountname of the Holder in book entry form or certificated form as requested by the Holder. If the Conversion Shares are issued in certificated form, the Company shall cause its transfer agent to courier to the account ofHolder the securities intermediary of the Holder for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number ofcertificated Conversion Shares to which the Holder shall be entitled.via nationally recognized overnight courier. If this Note is physically surrendered for conversion pursuant to this Section 4less than the full principal and the then-outstanding Principalaccrued but unpaid interest amount of this Note is greater than the portion of the Principal being converted,submitted for conversion, then the Company shall as soon as practicable and in no event later than three (3) business dayswithin five (5) Business Days after receipt of this Note andthe original Note, at its own expense, issue and deliver to the Holder (or its designee) a new Note representingfor the outstanding Principalprincipal not converted. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of thisso converted; provided that such new Note shall be treated for all purposessubstantially in the same form as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective date of the Change of Control.this Note.

CONVERSION PROCEDURES. In orderObligation of Borrower to convert anyDeliver Common Stock. At the time that the Holder submits the Notice of Conversion Amount into applicable shares of Common Stock pursuant to Section 3 above,the Borrower or Borrower’s transfer agent, the Holder shall # deliver an executed noticebe deemed to be the holder of record of the Conversion Shares issuable upon such conversion, in the form attached hereto as Exhibit I (the “Conversion Notice”),outstanding Principal Amount and # surrenderthe amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to a nationally recognized overnight delivery service for delivery (or an indemnification undertakingreflect such conversion, and, unless the Borrower defaults on its obligations under this [Article I], all rights with respect to the portion of this Note inbeing so converted shall forthwith terminate except the case of its loss, theftright to receive the Common Stock or destructionother securities, cash or other assets, as contemplated by Section 11), in each case, to the Chief Financial Officer of the Company in accordance with Section 20. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt ofherein provided, on such Conversion Notice toconversion. If the Holder andshall have given a Notice of Conversion as provided herein, the Company’Borrower’s transfer agent (the “Transfer Agent”). On or before the third (3rd) trading day following the date of receipt of a Conversion Notice, the Company shall cause the Transfer Agentobligation to issue and deliver the certificates for the Conversion Shares by means of(or cause the electronic delivery of book entry sharesthe Conversion Shares as contemplated by [Section 1.4(f)] hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the accountholder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Holder orBorrower to the account of the securities intermediary of the Holder for the benefit of the Holder, in each case, asconnection with such conversion. The Conversion Date specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion pursuant to this Section 4 and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later than three (3) business days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note representing the outstanding Principal not converted. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective dateConversion Date so long as the Notice of Conversion is sent to the Change of Control.Borrower or Borrower’s transfer agent before ​, New York, New York time, on such date.

Delivery of Common Stock pursuant to [Section 3] above,Upon Conversion. Upon receipt by the Borrower from the Holder shall # deliver an executed notice of conversion, in the form attached hereto as [Exhibit I] (the “Conversion Notice”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by [Section 11]), in each case, to the Chief Financial Officer of the Company in accordance with [Section 20]. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile transmission or email an acknowledgmente-mail (or other reasonable means of confirmation, in the form attached hereto as [Exhibit II], of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) trading day following the date of receiptcommunication) of a Notice of Conversion Notice,meeting the Companyrequirements for conversion as provided in this Section 1.4, the Borrower shall cause the Transfer Agent to issue and deliver or cause to be issued and delivered to or upon the Conversion Shares by means of delivery of book entry shares to the accountorder of the Holder or to the account of the securities intermediary of the Holdercertificates for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered forCommon Stock issuable upon such conversion pursuant to this [Section 4] and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later thanwithin three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this NoteNote) in accordance with the terms hereof and at its own expense, issue and deliver to the Holder (or its designee) a new Note representing the outstanding Principal not converted. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective date of the Change of Control.Purchase Agreement.

CONVERSION PROCEDURES. In order to convert any Conversion Amount into applicable sharesDelivery of Common Stock pursuant to Section 3 above,Upon Conversion. Upon receipt by the Borrower from the Holder shall # deliver an executed notice of conversion, in the form attached hereto as Exhibit I (the “Conversion Notice”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 11), in each case, to the Chief Financial Officer of the Company in accordance with Section 20. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile transmission or email an acknowledgmente-mail (or other reasonable means of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) trading day following the date of receiptcommunication) of a Notice of Conversion Notice,meeting the Companyrequirements for conversion as provided in this Section 1.4, the Borrower shall cause the Transfer Agent to issue and deliver or cause to be issued and delivered to or upon the Conversion Shares by means of delivery of book entry shares to the accountorder of the Holder or to the account of the securities intermediary of the Holdercertificates for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered forCommon Stock issuable upon such conversion pursuant to this Section 4 and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later thanwithin three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this NoteNote) in accordance with the terms hereof and at its own expense, issue and deliver to the Holder (or its designee) a new Note representing the outstanding Principal not converted. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective date of the Change of Control.Purchase Agreement.

Holder’s Delivery Requirements. To convert any Conversion Amount into applicable shares of Common Stock pursuant to [Section 3] above, the Holder shall # deliver an executed notice of conversion, in the form attached hereto as [Exhibit I] (the “Conversion Notice”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by [Section 11]), in each case, to the Chief Financial Officer of the Company in accordance with [Section 20]. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as [Exhibit II], of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) trading day following the date of receipt of a Conversion Notice, the Company shall cause the Transfer Agent to issue and deliver the Conversion Shares by means of delivery of book entry shares to the account of the Holder or to the account of the securities intermediary of the Holder for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion pursuant to this [Section 4] and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later than three (3) business days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note representing the outstanding Principal not converted. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of suchinto shares of Common Stock on any date set forth in the Conversion Date. NotwithstandingNotice by the foregoing, any Conversion Shares issuable in connection withHolder (the “Conversion Date”), the Holder shall: # transmit by facsimile or electronic mail (or otherwise deliver) a Change of Control Conversion shall be issued within three (3) business days following the actual effective datecopy of the Changefully executed Conversion Notice to the Company; and # courier to the Company via nationally recognized overnight courier the original Note to be reissued for the remaining principal amount after satisfaction of Control.the Conversion Notice or cancellation of the Note in the event the principal amount and any accrued interest is fully converted.

CONVERSION PROCEDURES. In order to convert any Conversion Amount into applicable shares of Common Stock pursuant to Section 3 above, theThe Holder shall # deliver an executed notice of conversion, in the form attached hereto as Exhibit I (the “Conversion Notice”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 11), in each case, to the Chief Financial Officer of the Company in accordance with Section 20. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) trading day following the date of receipt of a Conversion Notice, the Company shall cause the Transfer Agent to issue and deliver the Conversion Shares by means of delivery of book entry shares to the account of the Holder or to the account of the securities intermediary of the Holder for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion pursuant to this Section 4 and the then-outstanding Principal of this Note is greater than the portionentitled, at its option, at any time, to convert all or any amount of the Principal being converted, then the Company shall as soon as practicable and in no event later than three (3) business days after receiptprincipal face amount of this Note andthen outstanding into shares of the Company's common stock (the "Common Stock") . After 6 months, the shares shall be issued without restrictive legend of any nature. The conversion price ("Conversion Price") for each share of Common Stock equal to 60% of the lowest daily closing bid of the Common Stock as reported on the OTCQB marketplace which the Company’s shares are traded or any market upon which the Common Stock may be traded in the future ("Exchange"), for the twenty day look back at its own expense, issue and deliver to the Holder (or its designee)lower of # 20 trading days immediately preceding the closing date or # 20 trading days immediately preceding the receipt of a new Note representingnotice of conversion. If the outstanding Principalshares have not converted. The person or persons entitled to receivebeen delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock issuable upon a conversionto the Holder within 3 business days of this Note shall be treated for all purposes asreceipt by the record holder or holdersCompany of the Notice of Conversion. Once the Holder has received such shares of Common Stock onStock, the Conversion Date. NotwithstandingHolder shall surrender this Note to the foregoing, any Conversion Shares issuableCompany, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in connection with a Change of Control Conversionblank. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued within three (3) business days followingon conversion, but the actual effective datenumber of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 50% instead of 60% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the Changeoutstanding shares of Control.the Common Stock of the Company.