Mandatory Conversion Date. The Mandatory Conversion Date for any Mandatory Conversion will be a Business Day of the Company’s choosing that is no more than fifteen (15), nor less than ten (10), Business Days after the Mandatory Conversion Notice Date for such Mandatory Conversion.

Mandatory Conversion. Upon a Mandatory Conversion, the number of shares of Common Stock issued to each Conversion Right Holder shall equal # the total amount of such Conversion Right Holder’s Associated Debt, divided by # the Conversion Price.

Mandatory Conversion. In the event the Company elects to convert outstanding shares of Series A-1 Preferred into Conversion Shares in pursuant to Section 5(b) above, the Company shall give written notice (the “Mandatory Conversion Notice”) to all holders of the Series A-1 Preferred of its intention to require the conversion of the shares of Series A-1 Preferred identified therein. The Mandatory Conversion Notice shall set forth the number of Series A-1 Preferred being converted, the date on which such conversion shall be effective (the “Mandatory Conversion Date”), and shall be given to the holders of the Series A-1 Preferred not less than fifteen (15) days prior to the Mandatory Conversion Date. The Mandatory Conversion Notice shall be delivered to each holder at the address as it appears on the stock transfer books of the Company. In order to receive the Conversion Shares into which the Series A-1 Preferred is convertible pursuant to Section 5(b), each holder of the Series A-1 Preferred shall surrender to the Company at the place designated in the Mandatory Conversion Notice the certificates(s) representing the number of shares of Series A-1 Preferred specified in the Mandatory Conversion Notice. Upon the Mandatory Conversion Date, such converted Series A-1 Preferred shall no longer be deemed to be outstanding, and all rights of the holder with respect to such shares shall immediately terminate, except the right to receive the shares of Common Stock into which the Series A-1 Preferred is convertible pursuant to Section 5(b).

Mandatory Conversion. If # the Common Stock is registered pursuant to [Section 12(b) or (g)])] under the Exchange Act. (ii) there are sufficient authorized but unissued shares of Common Stock (which have not otherwise been reserved or committed for issuance) to permit the issuance of all Conversion Shares issuable upon conversion of all outstanding shares of Series C-1 Preferred. (iii) upon issuance, the Conversion Shares will be either

“Mandatory Conversion Notice Date” means, with respect to a Mandatory Conversion, the date on which the Company sends the Mandatory Conversion Notice for such Mandatory Conversion pursuant to Section 10(c)(iv).

Mandatory Conversion, Etc. If under any Conversion Notice delivered under subsection # above, the Borrower shall fail to select the Type of any Term Loan, or if any proposed Conversion of a Borrowing that is to comprise Eurodollar Loans upon such Borrowing or Conversion shall not occur as a result of the circumstances described in subsection # below, then (unless, in the case of any Conversion, the applicable Borrowing is repaid at the end of the then effective Interest Period) the Agent will forthwith so notify the Borrower and the Lenders, and such Loans will automatically, on the last day of the then existing Interest Period thereof, be made as, or Convert into, as the case may be, a Eurodollar Loan with an Interest Period of one month. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such Borrowing Request or Conversion Notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration (subject to the limitations set forth in the definition of “Interest Period”).

Optional and Mandatory Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall # transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., [[Address A:Address]] Time, on such date, a copy of an executed notice of conversion in the form attached hereto as [Exhibit A] (the “Conversion Notice”) to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall # if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or # if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, 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 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 upon the transmission of a Conversion Notice. Furthermore, so long as an Event of Default has not occurred under the Note, the Company at its option may require the Holder to convert all or any portion of the principal and interest due under the Note into shares of the Company’s common stock (each a “Mandatory Conversion”), so long as the following requirements are met: # the Company’s common stock has traded at a price per share of $0.75 or above for the ten (10) Trading Days immediately preceding the date of the Mandatory Conversion, # a registration statement filed by the Company, for the resale of the Registrable Securities (as defined in the RRA), has been declared effective by the Securities and Exchange Commission and can be relied upon for the Holder’s deposit of such free trading shares into Holder’s brokerage account as of the respective date of the Mandatory Conversion, # the share amount for the Mandatory Conversion must comply with the beneficial ownership limitations contained in this Note, and # the share amount for the Mandatory Conversion must not exceed 150% of the Average Daily Trading Volume (as defined herein). The Average Daily Trading Volume shall mean the average trading volume of the Company’s common stock in the ten (10) Trading Days immediately preceding the respective date of the Mandatory Conversion. The Company may exercise its right to require conversion of all or any portion of the Note no more frequently than once every ten (10) business days.

the Mandatory Conversion Date for such Mandatory Conversion and the date scheduled for the settlement of such Mandatory Conversion;

Mandatory Conversion. In the event the Company elects to convert outstanding shares of Series C-1 Preferred into Conversion Shares pursuant to Section 5(b) above, the Company shall give written notice (the “Mandatory Conversion Notice”) to all holders of the Series C-1 Preferred of its intention to require the conversion of allof the shares of Series C-1 Preferred. The Mandatory Conversion Notice shall set forth the number of Series C-1 Preferred being converted (which shall be all, and not less than all, issued and outstanding shares of Series C-1 Preferred), the date on which such conversion shall be effective (the “Mandatory Conversion Date”), and shall be given to the holders of the Series C-1 Preferred not less than fifteen (15) days prior to the Mandatory Conversion Date. The Mandatory Conversion Notice shall be delivered to each holder at its address as it appears on the stock transfer books of the Company. In order to receive the Conversion Shares into which the Series C-1 Preferred is convertible pursuant to Section 5(b), each holder of the Series C-1 Preferred shall surrender to the Company at the place designated in the Mandatory Conversion Notice the Preferred Stock Certificates(s) representing the shares of Series C-1 Preferred owned by such holder. Upon the Mandatory Conversion Date, such converted Series C-1 Preferred shall no longer be deemed to be outstanding, and allrights of the holder with respect to such shares shall immediately terminate, except the right to receive # the shares of Common Stock into which the shares of Series C- 1 Preferred are convertible pursuant to [Section 5(b), (y)] all accrued and unpaid dividends on such shares of Series C- 1 Preferred pursuant to [Section 2(b), and (z)] any cash in lieu of a fractional share of Common Stock pursuant to [Section 2(j)].

Mandatory Conversion. If, at any time, # the Common Stock is registered pursuant to [Section 12(b) or (g)])] under the Exchange Act. (ii) there are sufficient authorized but unissued shares (which have not otherwise been reserved or committed for issuance) to permit the issuance of Conversion Shares. (iii) upon issuance, the Conversion Shares will be either # covered by an effective registration statement under the Securities Act, which is then available for the immediate resale of such Conversion Shares by the recipients thereof, and the Board of Directors reasonably believes that such effectiveness will continue uninterrupted for the foreseeable future, or # freely tradable without restriction pursuant to Rule 144 promulgated under the Securities Act without volume or manner­of­ sale restrictions or current public information requirements, as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected holders. and # the VWAP of the Common Stock is at least $1.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) for twenty (20) consecutive trading days, then the Company shall have the right, subject to the terms and conditions of this Section 5, to convert one­half of the issued and outstanding shares of Series A-1 Preferred into Conversion Shares, on a pro­rata basis among all holders of Series A-1 Preferred at such time. Provided that the requirements of [subsections (i), (ii), (iii) and (iv)])])])] of the preceding sentence are satisfied, and the VWAP of the Common Stock is at least $1.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) for at least eighty (80) consecutive trading days, then the Company shall have the right, subject to the terms and conditions of this Section 5, to convert all issued and outstanding shares of Series A-1 Preferred into Conversion Shares.