At the option of [[Organization A:Organization]], at any time after the issuance date of the Note until the Note is no longer outstanding, the Principal Amount, together with all accrued and unpaid interest, in whole or in part, may be convertible into common shares of [[Organization B:Organization]] at the conversion price of $0.01 per share.

Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower 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 or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within 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 Note) in accordance with the terms hereof and the Purchase Agreement.

Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

If at any time the Common Shares issuable upon conversion of a Derivative (the “Conversion Shares”) are eligible for resale under Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the 1933 Act, Eastside covenants to, upon the written request of a holder of a Derivative, use best efforts to cause the removal of any legend from the Conversion Shares (including by delivering an opinion of Eastside’s counsel to Eastside’s transfer agent at its own expense to ensure the foregoing). Eastside expressly acknowledges that Rule 144(d)(3)(ii) promulgated under the 1933 Act, as currently in effect, provides that the Conversion Shares issued upon any conversion of the Derivative shall be deemed to have been acquired at the same time as the Derivative, and agrees not to take any position to the contrary.

Number of Conversion Shares. Subject to the terms and conditions set forth herein and set forth in the Purchase Agreement, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company 4,167 shares of Common Stock. (as adjusted pursuant to Section 6 hereof).

Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Optional Conversion. At any time, and from time to time, from the Date of Issue, the principal amount of this Note (plus default interest, if any) shall be convertible at the option of the Holder, in whole or in part, into shares of the Issuer's common stock (an "Optional Conversion") at the Optional Conversion Price. Holder shall effect any Optional Conversion by delivering to the Issuer a Notice of Conversion in the form annexed hereto as Annex A setting forth the effective date for the conversion (the "Conversion Date"). The "Optional Conversion Price" shall be, in the order of priority:

Mandatory Conversion. As used herein, “Qualified Financing” means the sale (or series of related sales) by the Issuer of its capital stock, or debt or equity securities convertible into or exercisable for its capital stock, in a capital raising transaction, for aggregate gross proceeds to the Issuer of at least Five Million Dollars ($5,000,000). If the aggregate principal amount of Notes issued pursuant to the Merger Agreement equals or exceeds Ten Million Dollars ($10,000,000) (regardless of the aggregate principal amount of such Notes that remain outstanding), then, at the closing of a Qualified Financing, the principal amount of the outstanding Notes (plus default interest, if any) shall automatically convert into the securities sold in such financing at a twenty-five percent (25%) discount to the price at which such securities are sold in such financing (the "Mandatory Conversion Price").

Conversion Price. The “Conversion Price” shall be $0.65 per share, subject to any adjustments contained in this Note. The sixty (60) consecutive day period beginning on the date of the effectiveness of a registration statement with respect to the Conversion Shares is referred to herein as the “60 Day Effectiveness Period.” If the average Closing Price during any 10 consecutive Trading Day period beginning and ending during the 60 Day Effectiveness Period is below the Conversion Price than the conversion price shall be reduced to such average price but in no event less than $0.455. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock.

Conversion Limitation. Notwithstanding any other provision of this Note, [[Organization A:Organization]] may not convert this Note if such conversion would cause [[Organization A:Organization]]’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of [[Organization B:Organization]] to exceed 4.9% of its total issued and outstanding common or voting shares. Upon not less than sixty-one (61) days advance written notice, at any time or from time to time, [[Organization A:Organization]] at its sole discretion, may waive this 4.9% conversion limit. However, under any circumstance, [[Organization A:Organization]] may not convert this Note if such conversion would cause [[Organization A:Organization]]’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of [[Organization B:Organization]] to exceed 9.9% of its total issued and outstanding common or voting shares. Any common shares converted under this Note need to be delivered to [[Organization A:Organization]] within three (3) business days of the receipt of Conversion Notice.