In order to obtain an Advance (other than conversions of outstanding Term Loans made pursuant to [Section 2.8]), the Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) not later than 11:00 a.m. (x) on the Borrowing Date of each Floating Rate Advance and # three (3) U.S. Government Securities Business Days before the Borrowing Date for each SOFR Advance, specifying:

Without limiting the foregoing, we hereby unconditionally authorize any one of the above-designated persons to execute and submit requests for advances of proceeds of the Loans (including the Initial Advance) and notices of Elections, Conversions and Continuations to you under the Loan Agreement with the identical force and effect in all respects as if executed and submitted by us.

Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, including without limitation # until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid, and # during or after any Fundamental Default

“Holder(s)” means the Person(s) in whose name the shares of the Series B Preferred Stock are registered, which may be treated by the Corporation, as the absolute owner of the shares of Series B Preferred Stock for the purpose of making payment and settling the related conversions and for all other purposes. The initial Holder shall be Darwin Deason.

The Company shall issue irrevocable transfer agent instructions reserving 400,000,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to the Holder, as well as maintaining the Share Reserve. If such amounts are to be paid by the Holder, it may deduct such amounts from the principal amount being converted. The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the out standing share information to the Holder in connection with its conversions.

Notwithstanding anything herein to the contrary, upon the expiration of any Interest Period applicable to a LIBOR Rate Loans, such LIBOR Rate Loans shall be converted on the expiration date of the Interest Period applicable thereto to Daily Simple SOFR Loans. After the initial conversions set forth in this [Section 2.7(d)], such Loans shall thereafter be subject to the other provisions of this Section 2.7.

Other. Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with SAFE or other PRC regulatory requirements and to sign any agreements, forms and/or consents that may be reasonably requested by the Company or its designated broker to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds.

#[[Organization A:Organization]] shall fail for any reason to deliver Conversion Shares to a Holder prior to the fifth Trading Day after a Conversion Date pursuant to [Section 4(b)], or [[Organization A:Organization]] shall provide at any time notice to the Holder, including by way of public announcement, of [[Organization A:Organization]]’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;

or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, # the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and # the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower's failure to convert this Note.

Each Participant’s benefits hereunder shall be nonforfeitable, except that a Participant shall forfeit all rights to all benefits hereunder in respect of Mandatory Conversions, Voluntary Conversions and Stock Units credited to the Participant’s Stock Unit Account if the Participant’s status as a director of the Company is (or is deemed to have been) terminated for Cause. For purposes hereof, a Participant’s status as a director shall have been terminated for “Cause” upon the voluntary or involuntary termination of the individual’s service as a director on account of # the willful violation by the Participant of any federal or state law or any rule or regulation of any regulatory body to which the Company or its affiliates is subject, which violation would materially reflect on the Participant’s character, competence or integrity or # a breach by the Participant of the Participant’s duty of loyalty to the Company and its affiliates. If, subsequent to the termination of a Participant’s status as a director of the Company, it is determined by the Committee that the Participant’s status as a director of the Company could have been terminated for Cause, such Participant’s status as a director of the Company may be deemed to have been terminated for Cause.