Notice to Allow Conversion by Holder. If # the [[Organization A:Organization]] shall declare a dividend (or any other distribution in whatever form) on its Common Stock, # the [[Organization A:Organization]] shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock, # the [[Organization A:Organization]] shall authorize the granting to all holders of its Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, # the approval of any shareholders of the [[Organization A:Organization]] shall be required in connection with any reclassification of its Common Stock, any consolidation or merger to which the [[Organization A:Organization]] is a party, any sale or transfer of all or substantially all of the assets of the [[Organization A:Organization]], or any compulsory share exchange whereby its Common Stock is converted into other securities, cash or property or # the [[Organization A:Organization]] shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the [[Organization A:Organization]], then, in each case, the [[Organization A:Organization]] shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least 5 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating # the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of its Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or # the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of its Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the [[Organization A:Organization]] or any of the Subsidiaries (as determined in good faith by the [[Organization A:Organization]]), the [[Organization A:Organization]] or its successor shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. If the [[Organization A:Organization]] does not simultaneously file the required Form 8-K, the Holder shall be entitled penalties in accordance with [Section 4.6] of the Purchase Agreement The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice to Allow Exercise by Holder. If # the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, # the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, # the Company shall authorize the granting to all holders of the Common Stock rights or options to subscribe for or purchase any shares of capital stock of any class or of any rights, # the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or # the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be emailed to the Holder at its last email address as it shall appear upon the records of the Company, at least five calendar days prior to the applicable record or effective date hereinafter specified, a notice stating # the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or options, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or options are to be determined or # the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to email such notice or any defect therein or in the emailing thereof shall not affect the validity of the corporate action required to be specified in such notice.

Conversion Notice. Promptly after the Conversion Date, the Corporation shall send a written notice to each Holder of shares of Series A Preferred Stock (the “Conversion Notice”). The Conversion Notice shall include a calculation of the criteria on which the Conversion is deemed to have occurred and a calculation of the Fully Diluted Common Shares on the Conversion Date. The Conversion Notice shall be accompanied by a Notice of Book Entry attesting to the recordation of shares of Common Stock in the name of the Holder as of the Conversion Date. If certificates for the Series A Preferred Stock have been issued, then upon receipt of the Conversion Notice the Holder shall surrender the certificate for the Series A Preferred Stock to the Corporation at its principal office.

Failure to Deliver Conversion Shares. If, in the case of Conversion, the Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to [[Organization A:Organization]] at any time on or before its receipt of such Conversion Shares, to rescind the Conversion, in which event [[Organization A:Organization]] shall promptly return to the Holder any original Note delivered to [[Organization A:Organization]] and the Holder shall promptly return to [[Organization A:Organization]] the Conversion Shares issued to such Holder pursuant to the rescinded Conversion Notice.

Conversion at the Holder’s Option. Each Holder shall have the right, at such Holder’s option, at any time and from time to time, to convert all or any portion of such Holder’s Series B Preferred Stock into shares of Common Stock at the Applicable Conversion Rate, plus cash in lieu of fractional shares, plus an amount equal to any accrued and unpaid dividends on the shares of Series B Preferred Stock so converted through the date of such conversion, subject to compliance with the conversion procedures set forth in Subdivision 14(i).

Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion to cover Holder's deposit fees associated with each Notice of Conversion.

Company's Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, send, Via email, facsimile or overnight courier, a confirmation of receipt of such Conversion Notice to such Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein Within two (2) Business Days after the date the Conversion Notice is delivered, the Company shall have Issued and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, it shall, within two (2) Business Days after the date the Conversion Notice was delivered, have surrendered to an overnight courier for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled

Holder’s Delivery Requirements. To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (the “Conversion Date”), the Holder shall: # transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully 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 the Conversion Notice or cancellation of the Note in the event the principal amount and any accrued interest is fully converted.

If the Corporation elects to exercise the mandatory conversion right pursuant to this Subdivision 14(h), the Corporation shall provide notice of such conversion to each Holder (such notice, a “Notice of Mandatory Conversion”). The conversion date shall be a date selected by the Corporation (the “Mandatory Conversion Date”) and shall be no more than 7 days after the date on which the Corporation provides such Notice of Mandatory Conversion. In addition to any information required by applicable law or regulation, the Notice of Mandatory Conversion shall state, as appropriate:

Notice of Continuation and Conversion. Each Continuation or Conversion of a Loan shall be made upon notice in the form provided for below provided by the Borrower to the Administrative Agent at its Notice Office not later than # in the case of each Continuation of or Conversion into a Fixed Rate Loan, prior to 1:00 P.M. (local time at its Notice Office) at least three Business Days’ prior to the date of such Continuation or Conversion, and # in the case of each Conversion to a Base Rate Loan, prior to 1:00 P.M. (local time at its Notice Office) on the proposed date of such Conversion. Each such request shall be made by an Authorized Officer of the Borrower delivering written notice of such request substantially in the form of Exhibit B-33] (each such notice, a “Notice of Continuation or Conversion”) or by telephone (to be confirmed immediately in writing by delivery by an Authorized Officer of the Borrower of a Notice of Continuation or Conversion), and in any event each such request shall be irrevocable and shall specify # the Class of the Borrowings to be Continued or Converted, # the date of the Continuation or Conversion (which shall be a Business Day), and # the Interest Period or, in the case of a Continuation, the new Interest Period. Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this