Common use of Mechanics of Conversion Clause in Contracts

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to (a) Not later than three (3) Trading Days after any Optional Conversion Date or the terms and conditions hereofMandatory Conversion Date, one or more of as the Series A1 Preference Shares case may be converted, in part or in whole, into Common Shares, at any time or times after (the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Delivery Date”), the Company or its designated transfer agent, as applicable, shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice issue and shall either deliver to (ai) only if Company is not approved through the Depository Trust Corporation Company (“DTC), issue and surrender to a common carrier for overnight delivery to ”) account on the address Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Holder Optional Conversion Notice, a certificate bearing registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which Holder is then entitled as set forth in the Holder Conversion Noticeshall be entitled, or (bii) if to the Holder, the Conversion Securities as specified in the Mandatory Conversion Notice. Notwithstanding the foregoing, in the alternative, not later than the Delivery Date, the Company is approved through DTCshall deliver to the Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5.1 of the Purchase Agreement and/or the related documentation of the Qualified Financing, authorize as the credit by case may be) representing the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitledor Conversion Securities, as set forth the case may be, being acquired upon the conversion of this Note. If in the case of any Optional Conversion such DWAC transfer or certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such Optional Conversion, in which event the Company shall immediately return this Note tendered for Optional Conversion, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Maker. (b) The Company understands that a delay in the delivery of the Conversion Shares or the Conversion Securities beyond the Delivery Date could result in economic loss to the Holder. If the Company fails to deliver to the Holder such shares via DWAC or a certificate or certificates, as applicable, pursuant to this Section 3.3(b) by the Delivery Date, the Makers shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, as the case may be, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Notes requested or required to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Notes requested or required to be converted for each Trading Day thereafter and (B) $5,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder’s right to pursue actual damages for the Company’s failure to deliver certificates representing the Conversion Shares or the Conversion Securities (as the case may be) within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw an Optional Conversion Notice, and upon such withdrawal the Makers shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Optional Conversion Notice is withdrawn. (c) In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon an Optional Conversion of this Note on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon an Optional Conversion of this Note which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Makers shall (1) pay in cash to the Holder the amount by which (x) the Holder’s or its designee’s balance account total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon an Optional Conversion of this Note that the Company was required to deliver to the Holder in connection with the DTC Fast Automated Securities Transfer Optional Conversion at issue times (FASTB) Programthe price at which the sell order giving rise to such purchase obligation was executed, through its Deposit/Withdrawal and (2) at Custodian (DWAC) system, time being the option of the essence. b. No fractional Holder, either reinstate the portion of the Note and equivalent number of shares of Common Shares are Stock for which such Optional Conversion was not honored or deliver to be the Holder the number of shares of Common Stock that would have been issued upon conversion of Series A-1 Preference Shareshad the Company timely complied with the Optional Conversion and delivery obligations hereunder. For example, but rather if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted Optional Conversion of shares of Common Stock with an aggregate issuance would result in sale price giving rise to such purchase obligation of $10,000, under clause (1) of the issuance of a fraction of a Common Share, immediately preceding sentence the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares Makers shall be required to deliver pay the original certificates for Holder $1,000. The Holder shall provide the Series A-1 Preference Shares Makers written notice indicating the amounts payable to the Holder in order to effect a conversion hereunder. d. Upon receipt respect of the Common Shares upon conversionBuy-In, together with applicable confirmations and other evidence reasonably requested by the holder Makers. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of Series A-1 Preference Shares agrees, specific performance and/or injunctive relief with respect to any sales the Company’s failure to timely deliver certificates representing shares of such Common Shares, Stock upon conversion of this Note as required pursuant to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayterms hereof.

Mechanics of Conversion. a. Subject to (i) Such right of conversion shall be exercised by the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, Payee by delivery of one or more written notices delivering to the Company a conversion notice in the form attached hereto as Exhibit A (each, a the “Holder Conversion Notice”), appropriately completed and duly signed, and by surrender not later than two (2) Business Days thereafter of this Note. The Conversion Notice shall also contain a statement of the holdername or names (with addresses and tax identification or social security numbers) in which the certificate or certificates for Common Stock shall be issued, if other than the name in which this Note is registered. Promptly after the receipt of the Conversion Notice, the Company shall issue and deliver, or cause to be delivered, to the Payee or such Payee’s election to convert the Series A-1 Preference Shares and stating nominee, a certificate or certificates for the number of shares of Common Stock issuable upon such conversion. Such conversion shall be deemed to which have been effected as of the holder is then entitled. On close of business on the same Trading Day on which date of receipt by the Company has received a of the Conversion Notice by 11:59 a.m. Eastern time, or (the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Conversion Date”), and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the holder or holders of record of such shares of Common Stock as of the close of business on the Conversion Date. If the Payee has not converted the entire amount of this Note pursuant to the Conversion Notice, then the Company shall execute and deliver to the Payee a new Note instrument identical in terms to this Note, but with a principal amount reflecting the unconverted portion of this Note. The new Note instrument shall be delivered subject to the same timing terms as the certificates for the Common Stock. (ii) The Company shall effect such issuance of Common Stock within three (3) trading days following the Conversion Date and shall transmit the certificates by facsimile messenger or electronic mail an acknowledgment reputable overnight delivery service to reach the address designated by such holder within three (3) trading days after the receipt by the Company of confirmation of receipt such Conversion Notice. Provided that the holder complies with all of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery provisions of this Note relating to the address as specified in conversion hereof, if certificates evidencing the Holder Common Stock are not received by the holder (through no fault or negligence of the holder) within five (5) Business Days following the Conversion Date, then the holder will be entitled to revoke and withdraw its Conversion Notice, a certificate bearing registered in the name of the Holder whole or designeein part, for the number of Conversion Shares at any time prior to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that daythose certificates.

Mechanics of Conversion. a. Subject (a) Upon the conversion of the Notes or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser and in such denominations to be specified representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the terms and conditions hereof, one or more transfer agent of the Series A1 Preference Company's Common Stock and that the Conversion Shares may issued will be convertedunlegended, in part free-trading, and freely transferable, and will not contain a legend restricting the resale or in whole, into Common transferability of the Conversion Shares, at any time or times after provided the Issuance Date, at Purchaser has notified the option Company of the holder Purchaser's intention to sell the Conversion Shares and the Conversion Shares are included in an effective registration statement or are otherwise exempt from registration when sold. (b) Purchaser will give notice of Series A-1 Preference Shares or the Company, by delivery of one or more written notices its decision to the Company (each, a “Holder Conversion Notice”), of the holder’s election exercise its right to convert the Series A-1 Preference Shares Notes or part thereof by telecopying or otherwise delivering an executed and stating completed notice of the number of shares to which be converted to the holder is then entitledCompany (the "Notice of Conversion"). On The Purchaser will not be required to surrender the same Trading Day Notes until the Purchaser receives a certificate or certificates, as the case may be, representing the Conversion Shares or until the Note has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to the Company has received in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will or will cause the transfer agent to transmit the Company's Common Stock certificates representing the shares issuable upon conversion of the Notes (and a certificate representing the balance of the Notes not so converted, if requested by Purchaser) to the Purchaser via express courier for receipt by such Purchaser within three business days after receipt by the Company of the Notice by 11:59 a.m. Eastern timeof Conversion (the "Delivery Date"). (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 8 hereof, or the following Trading Day if received after Mandatory Redemption Payment described in Section 8.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as defined in Section 8.2) could result in economic loss to the Purchaser. As compensation to the Purchaser for such time or on a non-Trading Day, (each, a “Notice Date”)loss, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt agrees to pay late payments to the Purchaser for late issuance of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified Shares in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares form required pursuant to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued Section 8 hereof upon conversion of Series A-1 Preference Sharesthe Notes or late payment of the Mandatory Redemption Payment, but rather if the aggregate issuance would result in the issuance amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 Note principal being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Purchaser, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Purchaser will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a fraction notice to such effect to the Company whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a Common Sharerate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company shall round such fraction of to a Common Share up Purchaser and thus refunded to the nearest whole shareCompany. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject To convert any Conversion Amount into shares of Common Stock, the Payee (A) shall transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 a.m. on the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Maturity Date, at the option or if earlier, within three days of the holder receiving notice of Series A-1 Preference Shares or an intent to prepay from the Company, by New York 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 and (B) surrender this Note on the same day on which the Conversion Notice is delivered to a nationally recognized overnight delivery of one or more written notices service for delivery to the Company (eachor an indemnification undertaking with respect to this Note in the case of its loss, a “Holder Conversion Notice”), of theft or destruction) (the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day date on which the Conversion Notice and Note referred to in (A) and (B) are received being the “Conversion Date”). On or before the second (2nd) business day following the Conversion Date, the Company has received shall transmit by facsimile an acknowledgment of confirmation of receipt of such Conversion Notice to the Payee and the Company’s transfer agent (the “Transfer Agent”). On or before the tenth (10th) business day following the date of receipt of a Conversion Notice by 11:59 a.m. Eastern time, and this Note (or indemnification undertaking) (the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Share Delivery Date”), the Company shall transmit by facsimile issue and deliver the number of shares of Common Stock to which the Payee shall be entitled. If this Note is physically surrendered for conversion (or electronic mail an acknowledgment indemnification undertaking is delivered) and the outstanding principal, Interest, and/or Lender Fee of confirmation this Note is greater than the principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than ten (10) business days after receipt of the Holder Conversion Notice this Note (or indemnification undertaking) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC)at its own expense, issue and surrender to a common carrier for overnight delivery deliver to the address as specified in Payee (or its designee) (i) a new Note representing the Holder outstanding amount not converted, or (ii) if the Conversion NoticeNotice is received within ten (10) days prior to the Maturity Date, a certificate bearing registered in pay the name of remaining balance due on this Note after deducting the Holder or designee, for the number of Conversion Shares to which Holder is then entitled Amount as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject (i) The Conversion Right of a Holder of Series B Preferred Stock shall be exercised by the Holder by the surrender to the terms Corporation of the certificates representing the shares of Series B Preferred Stock to be converted at any time during usual business hours at the Corporation’s principal place of business or the offices of the Transfer Agent, accompanied by written notice to the Corporation that the Holder elects to convert all or a portion of the shares of Series B Preferred Stock represented by such certificates (a “Conversion Notice”) and conditions hereofspecifying the name or names (with address or addresses) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation or the Transfer Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation or the Transfer Agent duly executed by the Holder or its legal representative. (ii) As promptly as practicable after the surrender of the certificate or certificates for the Series B Preferred Stock pursuant to Section 6(b)(i), the receipt of the Conversion Notice, and the payment of required taxes or duties pursuant to Section 12(i), if applicable, and in no event later than three Trading Days thereafter, the Corporation shall issue and shall deliver or cause to be issued and delivered to such Holder, or to such other Person on such Holder’s written order (A) one or more certificates representing the number of validly issued, fully paid and non-assessable whole shares of Common Stock to which the Holder of the Series A1 Preference Shares may be B Preferred Stock being converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the CompanyHolder’s transferee, by delivery of one or more written notices to shall be entitled, (B) if less than the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the full number of shares to which of Preferred Stock evidenced by the holder surrendered certificates is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (eachbeing converted, a “Notice Date”)new certificate or certificates, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designeelike tenor, for the number of shares of Series B Preferred Stock evidenced by the surrendered certificate or certificates, less the number of shares being converted and (C) cash for any fractional interest in respect of a share of Common Stock arising upon such conversion settled as provided in Section 6(a)(ii). (iii) The conversion of any share of Series B Preferred Stock shall be deemed to have been made at the close of business on the date of the later to occur of giving the Conversion Shares Notice and of surrendering the certificate representing the share of Series B Preferred Stock to which Holder is then entitled as set forth in be converted so that the rights of the Holder thereof as to the share of Series B Preferred Stock being converted shall cease and the Person entitled to receive shares of Common Stock shall be treated for all purposes as having become the record holder of those shares of Common Stock at that time (the “Conversion NoticeDate”); provided, however, if on the date of the later to occur of giving such Conversion Notice and of surrendering the certificate representing such share of Series B Preferred Stock to be converted there is a not a sufficient number of authorized and unissued (or (bissued and included in treasury) if and otherwise unreserved shares of Common Stock to convert such share of Series B Preferred Stock into shares of Common Stock, the Company is approved through DTC, authorize the credit by the Company’s transfer agent “Conversion Date” of such aggregate share of Series B Preferred Stock shall be the close of business on the date on which there is a sufficient number of Conversion Shares to authorized and unissued (or issued and included in treasury) and otherwise unreserved shares of Common Stock into which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being such share of the essence. b. No fractional Common Shares are Series B Preferred Stock sought to be issued upon conversion of Series A-1 Preference Shares, but rather if converted may convert. Until the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, Conversion Date with respect to any sales share of Series B Preferred Stock, such Common Shares, share of Series B Preferred Stock will remain outstanding and will be entitled to limit its aggregate trading on any single Trading Day to 20% all of the daily trading volume for powers, designations, preferences and other rights provided herein, including, without limitation, that daysuch share (x) may be redeemed pursuant to Section 7 or Section 8 and, if not so redeemed, (y) shall (i) accrue and accumulate Series B Preferred Dividends and participate in Participating Dividends pursuant to Section 4 and (ii) entitle the Holder thereof to the voting rights provided in Section 11; provided, however, any such shares that are redeemed pursuant to Section 7 or Section 8 shall not be entitled to be converted.

Mechanics of Conversion. a. Subject In order to effect a Conversion, a Holder shall fax or email a copy of the fully executed Notice of Conversion to the terms and conditions hereof, one Corporation (or more in the discretion of the Series A1 Preference Shares may Corporation, the Transfer Agent). Upon receipt by the Corporation of a facsimile or emailed copy of a Notice of Conversion from a Holder, the Corporation (or the Transfer Agent) shall promptly send, via facsimile or email, a confirmation to such Holder stating that the Notice of Conversion has been received, the date upon which the Corporation (or the Transfer Agent) expects to deliver the Common Stock issuable upon such conversion and the name and telephone number of a contact person at the Corporation (or the Transfer Agent) regarding the Holder Conversion. The Holder shall surrender, or cause to be surrendered, the Preferred Stock Certificates being converted, in part duly endorsed, to the Corporation (or in whole, into Common Shares, at any time or times after the Issuance Date, Transfer Agent) at the option address listed above (or the address of the holder Transfer Agent for the Series C Preferred Stock, if the Corporation is not serving as its own Transfer Agent for such Series C Preferred Stock) within three Business Days of delivering the fully executed Notice of Conversion. The Corporation shall not be obligated to issue shares of Common Stock upon a Conversion unless either (x) the Preferred Stock Certificates; or (y) the Lost Certificate Materials described in Section 11 below, have been previously received by the Corporation or its Transfer Agent, unless such shares of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a C Preferred Stock are held in book- entry/non-Trading Day, (each, a “Notice Date”)certificated form. In the event the Holder has lost or misplaced the certificates evidencing the Preferred Stock, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver provide the original certificates for Corporation or the Series A-1 Preference Shares in order Corporation’s Transfer Agent (as applicable) with whatever documentation and fees each may require to effect a conversion hereunderre-issue the Preferred Stock Certificates and shall be required to provide such re-issued Preferred Stock Certificates to the Corporation within three Business Days of delivering the Notice of Conversion (the “Delivery Period”). d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to (a) The “G Conversion Price” shall be $[100% of common stock closing price on the terms and conditions hereof, one or more date of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company agreement]. (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the b) The number of shares to which of Common Stock issuable upon any conversion of a share of G Preferred Stock hereunder shall equal the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit G Stated Value divided by the Company’s transfer agent of such aggregate number of G Conversion Shares to which Holder is then entitledPrice, as set forth adjusted in the Holder Conversion Notice, to Holder’s or its designee’s balance account accordance with the DTC Fast Automated Securities Transfer (FAST) Programprovisions of Section 14, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up rounded to the nearest whole share, on the date (the “Conversion Date”) on which a notice (the “Conversion Notice”) is delivered by a Holder to the Company. The Conversion Notice must be executed by a Holder and indicate the number of shares of G Preferred Stock that the Holder wishes to convert into shares of Common Stock. c. (c) If any fractional interest in a share of Common Stock would, except for the provisions of this subparagraph, be delivered upon any conversion of the Series G Preferred Stock, the Company, in lieu of delivering the fractional share therefor, may pay an amount to the holder thereof equal to the market price of such fractional interest as of the date of conversion. The holder determination as to whether or not to make any cash payment in lieu of the issuance of fractional shares shall be based upon the total number of shares of Series A-1 Preference Shares G Preferred Stock being converted at any one time by the holder thereof, not upon each share of Series G Preferred Stock being converted. (d) Upon conversion of any G Preferred Stock, the Company shall promptly issue or cause to be required issued and cause to deliver be delivered to or upon the original certificates written order of the Series G Holder and in such name or names as the Series G Holder may designate a certificate for the Series A-1 Preference Shares in order to effect a conversion hereundershares of Common Stock issuable upon such conversion. d. Upon receipt (e) If a Series G Holder is converting less than all shares of G Preferred Stock represented by the Common Shares upon certificate or certificates delivered by such Series G Holder to the Company in connection with such conversion, or if such conversion cannot be effected in full for any reason, the holder Company shall promptly deliver to such Series G Holder a new certificate representing the number of Series A-1 Preference Shares agrees, with respect to any sales shares of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayG Preferred Stock not converted.

Mechanics of Conversion. a. Subject (a) Upon the conversion of the Notes or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser and in such denominations to be specified representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the terms and conditions hereof, one or more transfer agent of the Series A1 Preference Company's Common Stock and that the Conversion Shares may issued will be convertedunlegended, in part free-trading, and freely transferable, and will not contain a legend restricting the resale or in whole, into Common transferability of the Conversion Shares, at any time or times after provided the Issuance Date, at Purchaser has notified the option Company of the holder Purchaser's intention to sell the Conversion Shares and the Conversion Shares are included in an effective registration statement or are otherwise exempt from registration when sold. (b) Purchaser will give notice of Series A-1 Preference Shares or the Company, by delivery of one or more written notices its decision to the Company (each, a “Holder Conversion Notice”), of the holder’s election exercise its right to convert the Series A-1 Preference Shares Notes or part thereof by telecopying or otherwise delivering an executed and stating completed notice of the number of shares to which be converted to the holder is then entitledCompany (the "Notice of Conversion"). On The Purchaser will not be required to surrender the same Trading Day Notes until the Purchaser receives a certificate or certificates, as the case may be, representing the Conversion Shares or until the Note has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to the Company has received in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will or will cause the transfer agent to transmit the Company's Common Stock certificates representing the shares issuable upon conversion of the Notes (and a certificate representing the balance of the Notes not so converted, if requested by Purchaser) to the Purchaser via express courier for receipt by such Purchaser within four business days after receipt by the Company of the Notice by 11:59 a.m. Eastern timeof Conversion (the "Delivery Date"). (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 8 hereof, or the following Trading Day if received after Mandatory Redemption Payment described in Section 8.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as defined in Section 8.2) could result in economic loss to the Purchaser. As compensation to the Purchaser for such time or on a non-Trading Day, (each, a “Notice Date”)loss, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt agrees to pay late payments to the Purchaser for late issuance of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified Shares in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares form required pursuant to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued Section 8 hereof upon conversion of Series A-1 Preference Sharesthe Notes or late payment of the Mandatory Redemption Payment, but rather if the aggregate issuance would result in the issuance amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 Note principal being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Purchaser, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Purchaser will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a fraction notice to such effect to the Company whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a Common Sharerate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company shall round such fraction of to a Common Share up Purchaser and thus refunded to the nearest whole shareCompany. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times after (but not on or before) the Issuance Datesix-month anniversary of the issuance date of such Series A Preferred Stock, at the sole option of the holder of Series A-1 Preference Shares or the CompanyCorporation in its absolute discretion, by delivery of one or more a written notices notice to the Company Holder (each, each a “Holder Conversion Notice”), of the holderCorporation’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitledA Preferred Stock. On the same Trading Day on which the Company Corporation has received a issued the Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of a confirmation of receipt issuance of the Holder Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the immediate credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No Notwithstanding any other provision: (i) no fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, full share; (ii) the Company Holder shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt ; (iii) the delivery of a Conversion Notice and the Common issuance and delivery of Conversion Shares upon conversionto Holder shall be subject to the Equity Conditions, and (iv) the holder of Series A-1 Preference Shares agrees, Corporation shall pay any taxes which may be payable with respect to any sales the issuance and delivery of such Common SharesConversion Shares to Holder, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayother than Holder’s income or capital gains taxes.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one All or more any portion of the Series A1 Preference Shares Face Amount of the Debenture may be converted, in part or in whole, into shares of Common SharesStock, at any time or times at least 180 days after the Issuance Date, at in the option sole and absolute discretion of the holder of Series A-1 Preference Shares or the CompanyHolder, by delivery of one or more written notices to the Company Corporation or its transfer agent (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert any or all of the Series A-1 Preference Shares Debenture. b. Each Delivery Notice will set forth the amount of Face Value of Debenture being converted, the Liquidation Value and stating the minimum number of shares to which Conversion Shares due as of the holder time the Delivery Notice is then entitled. On given (the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice DateTime”), and the Company shall calculation thereof. c. Upon receiving a Delivery Notice, the Corporation will immediately do all of the following: (i) transmit the Delivery Notice by facsimile or electronic mail an acknowledgment of confirmation of receipt of to the Holder Conversion Corporation’s transfer agent (the “Transfer Agent”), copying Holder, with instructions to immediately comply with the Delivery Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for deliver the number of Conversion Shares to which Holder stated in the Delivery Notice forthwith; (ii) either (A) if the Corporation is then entitled as approved through The Depository Trust Corporation (“DTC”), authorize and instruct the credit by the Transfer Agent of the number of Conversion Shares set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Delivery Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being or (B) only if the Corporation is not approved through DTC, issue and surrender to a common carrier for overnight delivery to the address as specified in the Delivery Notice a certificate bearing no restrictive legend, registered in the name of Holder or its designee, for the number of Conversion Shares set forth in the Delivery Notice; and (iii) if it contends that the Delivery Notice is in any way incorrect, so notify Holder and provide a thorough written explanation and its own calculation, or the Delivery Notice and the calculations therein will conclusively be deemed correct for all purposes. The Corporation will at all times diligently take or cause to be taken all actions necessary to cause the Conversion Shares to be issued forthwith. d. If during or at the end of the essenceMeasurement Period the Holder is entitled to receive additional Conversion Shares with regard to an Initial Notice, Holder may at any time deliver one or more additional written notices to the Corporation or its transfer agent (each, an “Additional Notice” and with the Initial Notice, each a “Delivery Notice”) setting forth the additional number of Conversion Shares to be delivered, and the calculation thereof. b. No e. If the Corporation for any reason does not issue or cause to be issued to the Holder within 3 Trading Days after the date of a Delivery Notice, the number of Conversion Shares stated in the Delivery Notice, then, in addition to all other remedies available to the Holder, as liquidated damages and not as a penalty, the Corporation will pay in cash to the Holder on each day after such 3rd Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Stock between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt of Conversion Shares by Holder. It is intended that the foregoing will serve to reasonably compensate Holder for any delay in delivery of Conversion Shares, and not as punishment for any breach by the Corporation. The Corporation acknowledges that the actual damages likely to result from delay in delivery are difficult to estimate and would be difficult for Holder to prove. f. Notwithstanding any other provision: all of the requirements of Section I.F and this Section I.G are each independent covenants; the Corporation’s obligations to issue and deliver Conversion Shares upon any Delivery Notice are absolute, unconditional and irrevocable; any breach or alleged breach of any representation or agreement, or any violation or alleged violation of any law or regulation, by any party or any other person will not excuse full and timely performance of any of the Corporation’s obligations under these sections; and under no circumstances may the Corporation seek or obtain any temporary, interim or preliminary injunctive or equitable relief to prevent or interfere with any issuance of Conversion Shares to Holder. ▇. ▇▇▇▇▇▇▇ acknowledges and agrees that monetary damages would be difficult to quantify and prove, and that Holder would not have an adequate remedy at law for any failure to fully perform under this Section G. If for any reason whatsoever Holder does not timely receive the number of Conversion Shares stated in any Delivery Notice, Holder will be entitled to a compulsory remedy of immediate specific performance, temporary, interim and, preliminary and final injunctive relief requiring Corporation and its transfer agent, attorneys, officers and directors to immediately issue and deliver the number of Conversion Shares stated by Holder, which requirement will not be stayed for any reason, without the necessity of posting any bond, and which Corporation may not seek to stay or appeal. ▇. ▇▇ fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference Sharesthis Debenture, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall Corporation will round such fraction of a Common Share up to the nearest whole full share. c. . The holder of Series A-1 Preference Shares shall Holder will not be required to deliver the original certificates for the Series A-1 Preference Shares of this Debenture in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, . The Corporation will pay any and all taxes which may be payable with respect to the issuance and delivery of any sales of such Common Conversion Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject To convert shares of Series A Preferred Stock into shares of Common Stock on any date (a “Conversion Date”), a Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to the terms and conditions hereof5:00 p.m., one or more New York, New York time, on such date, a copy of an executed notice of conversion of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder share(s) of Series A-1 Preference Shares or A Preferred Stock subject to such conversion in the Company, by delivery of one or more written notices to form attached hereto as Exhibit I (the Company (each, a “Holder Conversion Notice”) to the Corporation. If required, within two (2) Trading Days following a conversion of any such Series A Preferred Stock as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation the original certificates, if any, representing the shares of Series A Preferred Stock (the “Series A Preferred Stock Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the shares of Series A Preferred Stock in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Corporation shall transmit by electronic mail (or by overnight ▇▇▇▇▇▇▇ if the Corporation does not have valid electronic mail address of the Holder) an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Corporation’s transfer agent (the “Transfer Agent”), of which confirmation shall constitute an instruction to the holder’s election Transfer Agent to convert process such Conversion Notice in accordance with the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitledterms herein. On or before the same second (2nd) Trading Day following each date on which the Company Corporation has received a Conversion Notice by 11:59 a.m. Eastern time(or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the following Trading Day if received after settlement of a trade initiated on the applicable Conversion Date of such time or on a non-Trading Day, shares of Common Stock issuable pursuant to such Conversion Notice) (each, a the “Notice DateShare Delivery Deadline”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of (1) provided that the Holder Conversion Notice and shall either (a) only if Company Transfer Agent is not approved through the participating in The Depository Trust Corporation Company’s (“DTC”) Fast Automated Securities Transfer Program (“FAST”), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares shares of Common Stock to which such Holder is then entitled, as set forth in the Holder Conversion Notice, shall be entitled pursuant to such conversion to such Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time or (2) if the Transfer Agent is not participating in FAST, upon the request of such Holder, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Series A Preferred Stock represented by the Series A Preferred Stock Certificate(s) submitted for conversion is greater than the number of shares of Series A Preferred Stock being converted, then the Corporation shall, as soon as practicable and in no event later than two (2) Trading Days after receipt of the essence. b. No fractional Series A Preferred Stock Certificate(s) and at its own expense, issue and deliver to such Holder (or its designee) a new Series A Preferred Stock Certificate or a new book-entry representing the number of shares of Series A Preferred Stock not converted. The Person or Persons entitled to receive the shares of Common Shares are to be issued Stock issuable upon a conversion of shares of Series A-1 Preference SharesA Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. If the Corporation shall fail, but rather for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, if the aggregate issuance would result Transfer Agent is not participating in FAST, to issue and deliver to such Holder (or its designee) a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Corporation’s share register or, if the Transfer Agent is participating in FAST, to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any shares being converted hereunder (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to such Holder, (X) the Corporation shall pay in cash from funds legally available therefor to such Holder on each day after the Share Delivery Deadline that the issuance of a fraction such shares of a Common Share, Stock is not timely effected an amount equal to 1% of the Company shall round product of (A) the sum of the number of shares of Common Stock not issued to such fraction of a Common Share up Holder on or prior to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required Share Delivery Deadline and to deliver which such Holder is entitled, multiplied by (B) the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt highest trading price of the Common Shares Stock at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline, and (Y) such Holder, upon conversionwritten notice to the Corporation, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, all, or any portion, of such shares of Series A Preferred Stock that has not been converted pursuant to such Conversion Notice; provided that the voiding of an Conversion Notice shall not affect the Corporation’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3 or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline the Transfer Agent is not participating in FAST, the holder Corporation shall fail to issue and deliver to such Holder (or its designee) a certificate and register such shares of Series A-1 Preference Shares agreesCommon Stock on the Corporation’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which such Holder is entitled upon such ▇▇▇▇▇▇’s conversion hereunder or pursuant to the Corporation’s obligation hereunder, and if on or after such Share Delivery Deadline such Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such conversion that such Holder is entitled to receive from the Corporation and has not received from the Corporation in connection with such Conversion Failure, then, in addition to all other remedies available to such Holder, the Corporation shall, within two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either: (I) pay cash from funds legally available therefor to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commission, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Corporation’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit to the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which such Holder is entitled upon such ▇▇▇▇▇▇’s conversion hereunder (as the case may be) and pay cash from funds legally available therefor to such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II). Nothing herein shall limit a 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 any sales the Corporation’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Shares, to limit its aggregate trading on any single Trading Day to 20% Stock) upon the conversion of the daily trading volume for that daySeries A Preferred Stock as required pursuant to the terms hereof.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holder’s Holder's election to convert the Series A-1 Preference Shares A Preferred Stock, or (ii) if at the option of the Corporation, if both the Equity Conditions and stating the number conditions set forth in Section G.3. below are met, delivery of shares a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation's election to convert the Series A Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation's transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s 's or its designee’s 's balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to the issuance and delivery of Conversion Shares to Holder. e. Upon any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% conversion of the daily trading volume for that daySeries A Preferred Stock (and subject to the provisions of Section I.C.1 above), the Corporation will pay to Holder an amount per share equal to (without duplication): (i) the Make-Whole Amount (if any), plus (ii) any accrued but unpaid Dividends.

Mechanics of Conversion. a. Subject (i) Upon the occurrence of the Conversion Date, the certificates of Class C Common Stock and Class D Common Stock shall represent the right to receive the shares of Class A Common Stock issuable upon the conversion of such Stock. Class C Common Stockholders and Class D Common Stockholders shall surrender the certificates representing such shares at the office of the Corporation or any transfer agent for such Stock. Thereupon, there shall be issued and delivered to such Stockholders promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Class A Common Stock into which the shares of Class C Common Stock or Class D Common Stock surrendered were convertible on the Conversion Date. The Corporation shall not be obligated to issue certificates evidencing the shares of Class A Common Stock issuable upon such conversion unless the certificates evidencing such shares of Class C Common Stock or Class D Common Stock are either delivered to the terms Corporation or its transfer agent, or the Stockholder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and conditions hereofexecutes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. (ii) Before any Class B Common Stockholder or Class C Common Stockholder shall be entitled to convert any shares of Class B Common Stock or Class C Common Stock, one respectively, held by such Stockholder into shares of Class A Common Stock pursuant to Section 5(c) or more of Section 5(b), such Stockholder shall surrender the Series A1 Preference Shares may be convertedcertificate or certificates therefor, in part or in whole, into Common Shares, at any time or times after the Issuance Dateduly endorsed, at the option office of the holder Corporation or of Series A-1 Preference Shares or the Companyany transfer agent for such stock, by delivery of one or more and shall give written notices notice to the Company (each, a “Holder Conversion Notice”)Corporation at its principal corporate office, of the holder’s election to convert the Series A-1 Preference Shares same and stating shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such Stockholder, or to the nominee or nominees of such Stockholder, a certificate or certificates for the number of shares of Class A Common Stock to which such Stockholder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the holder is then entitled. On close of business on the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after date of such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt surrender of the Holder Conversion Notice shares of Class B Common Stock or Class C Common Stock to be converted, respectively, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall either (a) only if Company is not approved through be treated for all purposes as the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder record holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent holders of such aggregate number shares of Conversion Shares to which Holder is then entitled, Class A Common Stock as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that daydate.

Mechanics of Conversion. a. Subject As a condition to affecting the terms conversion set forth in Section 1.1(b) above, the Holder shall properly complete and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices deliver to the Company (eacha Notice of Conversion, a form of which is annexed hereto as Exhibit B (“Holder Conversion Notice” or Notice of Conversion”). The Notice of Conversion shall set forth the Outstanding Balance together with all unpaid interest accrued thereon of this Note to be converted and the date on which such conversion shall be affected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon timely delivery to the Borrower of the holder’s election to convert the Series A-1 Preference Shares and stating the Notice of Conversion, certificates evidencing that number of shares to which of Common Stock for the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt portion of the Holder Conversion Notice and Note converted in accordance herewith shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit be transmitted by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to by crediting the account of the Holder’s or its designee’s balance account broker with the DTC Fast Automated Securities Transfer (FAST) Program, The Depository Trust Company through its Deposit/Deposit / Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather system if the aggregate issuance would result Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of a fraction the Conversion Shares to, or resale of a Common Sharethe Conversion Shares by, the Company shall Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, Rule 144A, Regulation S and otherwise by physical delivery to the address specified by the Holder in the Notice of Conversion by the date that is two Trading Days after the Conversion Date (such third day being the “Share Delivery Date”). The Borrower will not issue fraction shares or scrip representing fractions of shares upon conversion, but the Borrower will round such fraction the number of a Common Share the shares up to the nearest whole share. c. The holder . Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares or shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Series A-1 Preference Shares Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall be required deliver or cause its transfer agent to deliver the original certificates for applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the Series A-1 Preference Shares in order provisions of this Note. In conjunction therewith, ▇▇▇▇▇▇▇▇ will also deliver to effect Lender a conversion hereunder. d. Upon receipt written explanation from its counsel or its transfer agent’s counsel opining as to why the issuance of the Common applicable Conversion Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayviolates Rule 144.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Class A Common Shares are to Stock or Class C Common Stock shall be issued upon conversion of Series A-1 Preference SharesB Preferred Stock. All shares of Class A Common Stock or Class C Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, but rather if after the aggregate issuance aforementioned aggregation, the conversion would result in the issuance of a fraction of a share of Class A Common ShareStock or Class C Common Stock, the Company shall round such fraction Corporation shall, in lieu of a Common Share up issuing any fractional shares to which the holder would be otherwise entitled, pay cash equal to the nearest whole share. c. The fair market value of such fractional share on the date of conversion, which fair market value shall be determined in good faith by the Board of Directors. Before any holder of Series A-1 Preference Shares B Preferred Stock shall be required convert into full shares of Class A Common Stock or Class C Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue and deliver at the original office of the Corporation or at such transfer agent's office to such holder of Series B Preferred Stock, (i) a certificate or certificates for the Series A-1 Preference Shares in order number of shares of Class A Common Stock or Class C Common Stock to effect which such holder shall be entitled as aforesaid, and (ii) cash or a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, check payable to the holder of such Series A-1 Preference Shares agrees, with respect B Preferred Stock in the amount of any cash amounts payable as the result of a conversion into fractional shares of Class A Common Stock or Class C Common Stock. Such conversion shall be deemed to any sales have been made immediately prior to the close of business on the date of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% surrender of the daily trading volume Series B Preferred Stock to be converted, or, in the case of a conversion at the option of the Corporation pursuant to Section C.5(a)(ii), immediately prior to the closing of the Qualified Offering, and the person or persons entitled to receive the Class A Common Stock or Class C Common Stock issuable upon such conversion shall be treated for that dayall purposes as the record holder or holders of such Class A Common Stock or Class C Common Stock on the date of such conversion. If the conversion is in connection with a Qualified Offering the conversion shall be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Class A Common Stock issuable upon such conversion of the Series B Preferred Stock shall not be deemed to have converted such Series B Preferred Stock, until immediately upon the closing of such sale of securities.

Mechanics of Conversion. a. Subject (a) Upon the conversion of the Notes or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of the Purchaser (or its nominee) or such other persons as designated by the Purchaser and in such denominations to be specified representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the terms and conditions hereof, one or more transfer agent of the Series A1 Preference Company's Common Stock and that the Conversion Shares may issued will be convertedunlegended, in part free-trading, and freely transferable, and will not contain a legend restricting the resale or in whole, into Common transferability of the Conversion Shares, at any time or times after provided the Issuance Date, at Purchaser has notified the option Company of the holder of Series A-1 Preference Purchaser's intention to sell the Conversion Shares and the Conversion Shares are included in an effective registration statement or are otherwise exempt from registration when sold; provided further, that if prior to the Companytime the Conversion Shares have been sold, by delivery of one or more written notices the registration statement shall no longer be effective, the Purchaser shall return the Conversion Shares to the Company for the placement of a legend. (each, a “Holder Conversion Notice”), b) Purchaser will give notice of the holder’s election its decision to exercise its right to convert the Series A-1 Preference Shares Notes or part thereof by telecopying or otherwise delivering an executed and stating completed notice of the number of shares to which be converted to the holder is then entitledCompany (the "Notice of Conversion"). On The Purchaser will not be required to surrender the same Trading Day Notes until the Purchaser receives a certificate or certificates, as the case may be, representing the Conversion Shares or until the Note has been fully satisfied. Each date on which a Notice of Conversion is telecopied or delivered to the Company has received in accordance with the provisions hereof shall be deemed a "Conversion Date." The Company will or will cause the transfer agent to transmit the Company's Common Stock certificates representing the shares issuable upon conversion of the Notes (and a certificate representing the balance of the Notes not so converted, if requested by Purchaser) to the Purchaser via express courier for receipt by such Purchaser within three trading days after receipt by the Company of the Notice by 11:59 a.m. Eastern timeof Conversion (the "Delivery Date"). (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 8 hereof, or the following Trading Day if received after Mandatory Redemption Payment described in Section 8.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as defined in Section 8.2) could result in economic loss to the Purchaser. As compensation to the Purchaser for such time or on a non-Trading Day, (each, a “Notice Date”)loss, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt agrees to pay late payments to the Purchaser for late issuance of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified Shares in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares form required pursuant to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued Section 8 hereof upon conversion of Series A-1 Preference Sharesthe Notes or late payment of the Mandatory Redemption Payment, but rather if the aggregate issuance would result in the issuance amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 Note principal being converted or redeemed. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Purchaser, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date or make payment by the Mandatory Redemption Payment Date, the Purchaser will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a fraction notice to such effect to the Company whereupon the Company and the Purchaser shall each be restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a Common Sharerate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company shall round such fraction of to a Common Share up Purchaser and thus refunded to the nearest whole shareCompany. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject (i) Any Series E Preferred Stockholder that exercises its right to convert its shares of Series E Preferred Stock into Common Stock shall deliver the Preferred Certificate, duly endorsed or assigned in blank to the terms and conditions hereofCorporation, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Dateduring regular business hours, at the option office of the transfer agent of the Corporation, if any, at the principal place of business of the Corporation or at such other place as may be designated by the Corporation. (ii) Each Preferred Certificate shall be accompanied by written notice stating that such holder elects to convert such shares and stating the name or names (with 59. address) in which the Common Certificate(s) are to be issued. Such conversion shall be deemed to have been effected on the date when the aforesaid delivery is made. (iii) As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such holder, at the place designated by such holder, the Common Certificate(s) for the number of full shares of Common Stock to which such holder is entitled and a cash payment for any fractional interest in a share of Common Stock, as provided in Section E.7(c) hereof, and for any accrued but unpaid cumulative dividends and any declared but unpaid dividends, payable with respect to the converted shares of Series E Preferred Stock, up to and including the Conversion Date or the Closing Date, as the case may be. (iv) The person in whose name each Common Certificate is to be issued shall be deemed to have become a stockholder of record of Common Stock on the Conversion Date or the Closing Date, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a stockholder of record on the next succeeding date on which the transfer books are open; provided, that the Series E Preferred Conversion Price shall be that in effect on the Conversion Date or the Closing Date, as the case may be. (v) Upon conversion of only a portion of the shares of Series E Preferred Stock covered by a Preferred Certificate, the Corporation, at its own expense, shall issue and deliver to or upon the written order of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (eachsuch Preferred Certificate, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating new certificate representing the number of unconverted shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if E Preferred Stock from the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole sharePreferred Certificate so surrendered. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to Delivery of Certificate or Electronic Issuance Upon Conversion. Not later than two (2) Trading Days after the terms and conditions hereofapplicable Conversion Date, one or more if the Holder holds shares of Series C Preferred Stock in certificated form, two (2) Trading Days after receipt by the Corporation of the original certificate(s) representing such shares of Series A1 Preference Shares may be C Preferred Stock being converted, in part or in wholeduly endorsed, into Common Shares, at any time or times after and the Issuance Date, at accompanying Notice of Conversion (the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Share Delivery Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only issue in book-entry form or, if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Noticerequested by any Holder, a physical certificate bearing registered in the name of the Holder or designeecertificates, for the number of Conversion Shares being acquired upon the conversion of shares of Series C Preferred Stock, and deliver, or cause to which be delivered, to the converting Holder is then entitled as set forth in the Holder Conversion Noticea book-entry notation or such physical certificate or certificates evidencing such shares, or (b) in the case of a DWAC Delivery (if so requested by the Company is approved Holder to the extent permitted by Section 6(a) hereof), electronically transfer such Conversion Shares by crediting the DTC participant account nominated by the Holder through DTC’s DWAC system. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by or, authorize in the credit case of a book-entry issuance or DWAC Delivery, such shares are not electronically delivered to or as directed by, the applicable Holder by the Company’s transfer agent Share Delivery Date, the applicable Holder shall be entitled to elect to rescind such Conversion Notice by written notice to the Corporation at any time on or before its receipt of such aggregate number of certificate or certificates for Conversion Shares to which Holder is then entitledor electronic receipt of such shares, as set forth applicable, in which event the Corporation shall promptly return to such Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of any original Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.C Preferred

Mechanics of Conversion. a. Subject As a condition to affecting a conversion set forth in Section 1.1(a) or (b) above, the Holder or the Borrower, as the case may be, shall properly complete and deliver to the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (eachother a Conversion Notice, a form of which is annexed hereto as Exhibit B (“Holder Conversion Notice”), of . The Conversion Notice shall set forth the holder’s election Outstanding Balance to convert be converted and the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day date on which such conversion shall be affected (such date, the Company has received a “Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”). If no Conversion Date is specified in a Conversion Notice, the Company Conversion Date shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of be the Holder date that such Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight deemed delivered hereunder. Upon timely delivery to the address as specified in other of the Holder Conversion Notice, a certificate bearing registered in that number of Ordinary Shares for the name portion of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth Note converted in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit accordance herewith shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s broker with The Depository Trust Company through its Deposit / Withdrawal at Custodian system if the Company is then a participant in such aggregate number system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to, or resale of the Conversion Shares by, the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to an effective Registration Statement or Prospectus, Rule 144, Rule 144A, Regulation S and otherwise by physical delivery to the address specified by the Holder in the Conversion Notice by the date that is two Trading Days after the Conversion Date (such third day being the “Share Delivery Date”). The Borrower will not issue fraction shares or scrip representing fractions of shares upon conversion, but the Outstanding Balance so converted shall be deemed increased to get to such rounded number. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares or shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to which Holder is then entitledLender with a restricted securities legend, as set forth but otherwise in accordance with the Holder Conversion Noticeprovisions of this Agreement. In conjunction therewith, B▇▇▇▇▇▇▇ will also deliver to Holder’s Lender a written explanation from its counsel or its designeetransfer agent’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are counsel opining as to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in why the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole shareapplicable Conversion Shares violates Rule 144. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one One or more shares of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, in the sole and absolute discretion of Holder or, subject to the terms and conditions hereof, the Corporation; (i) if at the option of the holder of Series A-1 Preference Shares or the CompanyHolder, by delivery of one or more written notices to the Company Corporation or its transfer agent (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert any or all of its Series A Preferred Stock; or (ii) if at the option of the Corporation, if the Equity Conditions are met, delivery of written notice to Holder (each, a “Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock. Each Conversion Notice will set forth the number of shares to which of Series A Preferred Stock being converted, the holder is then entitled. On minimum number of Conversion Shares and the same Trading Day on which amount of Dividends and any applicable Conversion Premium due as of the Company has received a date of the Conversion Notice by 11:59 a.m. Eastern time, or (the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), and the Company shall calculation thereof. b. If the Corporation notifies Holder by 10:00 a.m. Eastern time the Trading Day after the Notice Date that it is paying all or any portion of Dividends or Conversion Premium for the shares in the Conversion Notice in cash, and actually pays in cash no later than close of the 3rd Trading Day after the Notice Date, time being of the essence, the amount of Dividends and Conversion Premium due as of the Notice Date, no further amount will be due with respect to any such Dividends and Conversion Premium. c. As soon as practicable, and in any event within 1 Trading Day of the Notice Date, time being of the essence, the Corporation will do all of the following: (i) transmit the Delivery Notice by facsimile or electronic mail an acknowledgment of confirmation of receipt of to the Holder Conversion Notice Holder, and shall to the Corporation’s transfer agent (the “Transfer Agent”) with instructions to comply with the Delivery Notice; (ii) either (aA) only if Company the Corporation is not approved through the The Depository Trust Corporation (“DTC”), issue authorize and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize instruct the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Delivery Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, or (B) only if the Corporation is not approved through DTC, issue and surrender to a common carrier for overnight delivery to the address as specified in the Delivery Notice a certificate bearing no restrictive legend, registered in the name of Holder or its designee, for the number of Conversion Shares to which Holder is then entitled, as set forth in the Delivery Notice; and (iii) at all times thereafter diligently take or cause to be taken all actions reasonably necessary to cause the Conversion Shares to be issued as soon as practicable. d. If during the Measurement Period the Holder is entitled to receive additional Conversion Shares with regard to a Conversion Notice, Holder may at any time being deliver one or more additional written notices to the Corporation or its transfer agent (each, an “Additional Notice” and with the Conversion Notice, each a “Delivery Notice”) setting forth the additional number of Conversion Shares to be delivered, and the calculation thereof. e. If the Corporation for any reason does not issue or cause to be issued to the Holder within 3 Trading Days after the date of a Delivery Notice, the number of Conversion Shares to which the Holder is entitled as stated in the Delivery Notice, then, in addition to all other remedies available to the Holder, as liquidated damages and not as a penalty, the Corporation will pay in cash to the Holder on each day after such 3rd Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the essenceproduct of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Stock between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt of Conversion Shares by Holder. It is intended that the foregoing will serve to reasonably compensate Holder for any delay in delivery of Conversion Shares, and not as punishment for any breach by the Corporation. The Corporation acknowledges that the actual damages likely to result from delay in delivery are difficult to estimate and would be difficult for Holder to prove. b. f. Notwithstanding any other provision: all of the requirements of Section I.F and this Section I.G are each independent covenants; the Corporation’s obligations to issue and deliver Conversion Shares upon any Conversion Notice are absolute, unconditional and irrevocable; any breach or alleged breach of any representation or agreement, or any violation or alleged violation of any law or regulation, by any party or any other person will not excuse full and timely performance of any of the Corporation’s obligations under these sections; and under no circumstances may the Corporation seek or obtain any temporary, interim or preliminary injunctive or equitable relief to prevent or interfere with any issuance of Conversion Shares to Holder. g. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result in Corporation will issue to Holder scrip or warrants registered on the issuance books of the Corporation (certificated or uncertificated) which will entitle Holder to receive a fraction full share upon the surrender of such scrip or warrants aggregating a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. . The holder of Series A-1 Preference Shares shall Holder will not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, . The Corporation will pay any and all taxes which may be payable with respect to the issuance and delivery of any sales of such Common Conversion Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject (a) In order to the terms and conditions hereofconvert shares of Series A Preferred Stock into shares of Common Stock in accordance with this Section 5, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder shall (A) in the event of Series A-1 Preference Shares a conversion pursuant to Subsection 5(a)(i)(B) or the CompanySubsection 5(b) (an “Elective Conversion”), by delivery of one or more provide written notices notice to the Company that such holder elects to convert all or any number of the shares represented by such certificate or certificates and the date of conversion which notice, if notice is provided after _____, 2013, must be received by the Company at least sixty (each, a 60) days prior to the date selected by the holder for conversion (the “Holder Conversion Notice”), (B) surrender the certificate or certificates for such shares of Series A Preferred Stock at the office of the transfer agent (or at the principal office of the Company if the Company serves as its own transfer agent), and (C) state in writing such holder’s election name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to convert be issued. If required by the Series A-1 Preference Shares Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or his or its attorney duly authorized in writing. The conversion date shall be the date for conversion specified in the Conversion Notice in the case of an Elective Conversion or in any other case on the date of receipt of such certificates by the transfer agent or the Company following the occurrence of the event (other than an Elective Conversion) giving rise to conversion. The Company shall, as soon as practicable after the conversion date, issue and stating deliver at such office to such holder, or to his nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share and, except as provided in Section 2(c), cash in the holder is then entitled. On amount of any Accrued Dividends (through the same Trading Day on date one day prior to the date the shares of Series A Preferred Stock were converted) payable in respect of the shares of Series A Preferred Stock converted pursuant to this Section 5. (b) The Company shall at all times during which the Company has received a Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock (including any Accrued Dividends). Before taking any action which would cause an adjustment reducing the Conversion Notice by 11:59 a.m. Eastern time, or Price below the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”)then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (c) All shares of Series A Preferred Stock which shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate on the applicable conversion date, except only the right of the Holder Conversion Notice holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and shall either (a) only if not be reissued, and the Company is not approved through the Depository Trust Corporation (DTC), issue and surrender may from time to a common carrier for overnight delivery time take such appropriate action as may be necessary to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for reduce the number of Conversion Shares shares of authorized Series A Preferred Stock accordingly. (d) If the conversion is in connection with an underwritten offer of securities registered pursuant to which Holder is then entitled as set forth in the Holder Conversion NoticeAct, or (b) if the Company is approved through DTC, authorize conversion may at the credit by option of any holder tendering Series A Preferred Stock for conversion be conditioned upon the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account closing with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being underwriter of the essence. b. No fractional sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Shares are to be issued Stock issuable upon such conversion of the Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company A Preferred Stock shall round not be deemed to have converted such fraction of a Common Share up Series A Preferred Stock until immediately prior to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt closing of the Common Shares upon conversion, the holder sale of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that daysecurities.

Mechanics of Conversion. a. Subject In order to convert shares of Series F Preferred Stock, the holder thereof shall surrender the certificate or certificates representing the shares of Series F Preferred Stock to be converted at the office of the Company or the office of any transfer agent for the Series F Preferred Stock, which certificate or certificates shall be duly endorsed to the terms and conditions hereofCompany in blank (or accompanied by duly executed instruments of transfer to the Company in blank) with signatures guaranteed (such endorsements or instruments of transfer to be in form satisfactory to the Company), one or more together with a written notice to the Company at said office of the election to convert the same, specifying the number of shares of Series A1 Preference Shares may F Preferred Stock to be convertedconverted and the name or names (with addresses) in which the certificate or certificates for shares of Common Stock are to be issued. If any transfer is involved in the issuance or delivery of any certificate or certificates for shares of Common Stock in a name other than that of the registered holder of the shares of Series F Preferred Stock surrendered for conversion, such holder shall also deliver to the Company a sum sufficient to pay all taxes, if any, payable in part respect of such transfer or evidence satisfactory to the Company that such taxes have been paid. Except as provided in wholethe immediately preceding sentence, into Common Sharesthe Company shall pay any issue, at any time stamp or times other similar tax in respect of such issuance or delivery. The Company shall, as soon as practicable after the Issuance Conversion Date, deliver to the holder of the shares of Series F Preferred Stock so surrendered for conversion, or to such holder's nominee(s) or, subject to compliance with applicable law, transferee(s), a certificate or certificates for the number of whole shares of Common Stock to which such holder shall be entitled, together with cash or its check in lieu of any fractional share as provided in Section 4(m). If the shares of Series F Preferred Stock represented by a certificate surrendered for conversion are converted only in part, the Company will also issue and deliver to the holder, or to such holder's nominee(s) or, subject to compliance with applicable law, transferee(s), without charge therefor, a new certificate or certificates representing in the aggregate the unconverted shares of Series F Preferred Stock. The Person in whose name the certificate for shares of Common Stock is issued upon such conversion shall be treated for all purposes as the stockholder of record of such shares of Common Stock as of the close of business on the Conversion Date; provided, however, that no surrender of Series F Preferred Stock on any date when the stock transfer books of the Company are closed for any purpose shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion as the record holders of such shares of Common Stock on such date, but such surrender shall be effective (assuming all other requirements of this Section 4 have been satisfied) to constitute such Person or Persons as the record holders of such shares of Common Stock for all purposes as of the opening of business on the next succeeding day on which such stock transfer books are open, and such conversion shall be at the option Conversion Rate in effect on the date that such shares of Series F Preferred Stock were surrendered for conversion (and such other requirements satisfied) as if the stock transfer books of the Company had not been closed on such date. Upon conversion of shares of Series F Preferred Stock, the rights of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitledso converted, as set forth in the Holder Conversion Noticea holder thereof, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essencewill cease. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject Within 60 days following receipt of a Demand Notice, Borrower may at its option elect to automatically convert the terms outstanding Principal Amount and conditions hereof, one or more unpaid accrued interest thereon as of such date into shares of the Borrower's Series A1 Preference Shares may be convertedB Preferred Stock, $.10 par value per share (the "Series B Preferred Stock"), in part or in whole, into Common Shares, accordance with this Section 7. The Borrower shall give at any time or times after the Issuance Date, at the option least 15 days prior notice to Lender of the holder of Series A-1 Preference Shares or date on which such automatic conversion is to be effectuated (such date, the Company, by delivery of one or more written notices to the Company (each, a “Holder "Conversion Notice”Date"), of the holder’s election to convert the Series A-1 Preference Shares and stating the . The number of shares of Series B Preferred Stock (calculated to the nearest 1/100,000th of a share) to which Lender shall be entitled upon such automatic conversion shall be determined by dividing (x) the holder is then entitledoutstanding Principal Amount and unpaid accrued interest thereon as of the Conversion Date by (y) the average Closing Price (as defined below) for the twenty trading days immediately prior to the Conversion Date. "Closing Price" means, the price with respect to the shares of the Borrower's Common Stock on any day, (i) the last reported sales price, or in the case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on any national securities exchange on which the shares of Common Stock are listed or admitted to trading, or (ii) if the shares of Common Stock are not listed on any national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any NYSE member firm selected from time to time by Borrower for that purpose, or (iii) if such prices in the over-the-counter market are not available, the fair market value of such shares. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company outstanding Principal Amount and unpaid accrued interest thereon shall transmit be converted automatically into the Series B Preferred Stock without further action by facsimile the Lender and whether or electronic mail an acknowledgment not this Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder of confirmation of receipt record as of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery Date with respect to the address as specified Series B Preferred Stock. Within fourteen (14) days subsequent to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing the Holder Conversion Notice, a certificate bearing registered Series B Preferred Stock in the name of the Holder or designee, for the number of Conversion Shares to names in which Holder is then entitled as set forth in the Holder Conversion Notice, Lender wishes such certificate or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order B Preferred Stock to effect a conversion hereunder. d. Upon receipt be issued. If within fourteen (14) days of the Common Shares Conversion Date, Lender is unable to deliver this Note, Lender shall notify Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement that the obligations evidenced by this Note, shall have been upon conversionthe Conversion Date be deemed fully satisfied, the holder and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Series A-1 Preference Shares agrees, with respect Lender to any sales of deliver such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayNote.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at (i) Not later than three (3) Trading Days after any time or times after the Issuance Conversion Date, at the option of the holder of Series A-1 Preference Shares Holdings or the Companyits designated transfer agent, by delivery of one or more written notices as applicable, shall issue and deliver to the Company (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation Company (“DTC), issue and surrender to a common carrier for overnight delivery to ”) account on the address Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or its designee, for the number of Conversion Shares shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three (3) Trading Days after any Conversion Date, Holdings shall deliver to the Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (if previously registered) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, Holdings or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if such conversion is then entitled in connection with a sale and the Holder has complied with the applicable prospectus delivery requirements (as set forth evidenced by documentation furnished to and reasonably satisfactory to Holdings) or such shares may be sold pursuant to Rule 144 or an exemption from the registration requirements of the Securities Act. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the Holder by the Delivery Date, the Holder shall be entitled by written notice to Holdings at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event Holdings shall immediately return this Note tendered for conversion (if applicable), and whereupon the Makers and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 4B(a)and shall be payable through the date notice of rescission is given to Holdings. (ii) The Makers understand that a delay in the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If Holdings fails to deliver to the Holder such shares via DWAC (or, if applicable, certificates) by the Delivery Date, the Makers shall pay to the Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered (if applicable), together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of: (A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each Trading Day thereafter; and (B) $1,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit the Holder’s right to pursue actual damages for Holdings’ failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and the Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, or and upon such withdrawal the Makers shall only be obligated to pay the liquidated damages accrued through the date the Conversion Notice is withdrawn. (biii) In addition to any other rights available to the Holder, if the Company is approved through DTC, authorize the credit by the Company’s Holdings fails to cause its transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in transmit via DWAC or transmit to the Holder Conversion Notice, to Holder’s a certificate or its designee’s balance account with certificates representing the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being shares of the essence. b. No fractional Common Shares are to be issued Stock issuable upon conversion of Series A-1 Preference Sharesthis Note on or before the Delivery Date, but rather and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Makers shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of shares of Common Stock issuable upon conversion of this Note that Holdings was required to deliver to the Holder in connection with the conversion at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Note and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had Holdings timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate issuance would result in sale price giving rise to such purchase obligation of $10,000, under clause (1) of the issuance of a fraction of a Common Share, immediately preceding sentence the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares Makers shall be required to deliver pay the original certificates for Holder $1,000. The Holder shall provide the Series A-1 Preference Shares Makers written notice indicating the amounts payable to the Holder in order to effect a conversion hereunder. d. Upon receipt respect of the Common Shares upon conversionBuy-In, together with applicable confirmations and other evidence reasonably requested by the holder Makers. Nothing herein shall limit a H▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of Series A-1 Preference Shares agrees, specific performance and/or injunctive relief with respect to any sales Holdings’ failure to timely deliver certificates representing shares of such Common Shares, Stock upon conversion of this Note as required pursuant to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayterms hereof.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares B Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more written notices to the Company Corporation (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares B Preferred Stock and stating the number of shares to which the holder Holder is then entitled, or (ii) if at the option of the Corporation, if the Equity Conditions are met, delivery of written notice to Holder (each, a “Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series B Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company Corporation is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, Notice a certificate bearing no restrictive legend, registered in the name of the Holder or its designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if provided the Company Corporation is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. If the Corporation shall fail, for any reason, to issue or cause to be issued to the Holder within 5 Trading Days after receipt of the applicable Conversion Notice, the number of Conversion Shares to which the Holder is entitled as stated in the Conversion Notice, then, in addition to all other remedies available to the Holder, the Corporation shall pay in cash to the Holder on each day after such 5th Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Stock between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt by Holder. c. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesB Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. d. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares B Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, e. The Corporation shall pay any and all taxes which may be payable with respect to the issuance and delivery of any sales of such Common Conversion Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares F Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times after (but not on or before) the Issuance Datesix-month anniversary of the issuance date of such Series F Preferred Stock, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating F Preferred Stock, or (ii) if at the number option of shares the Corporation, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series F Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesF Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares F Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares Note may be converted, in part or in whole, into Common SharesADRs, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the Company, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert convert, or (ii) if at the Series A-1 Preference Shares and stating option of the number Company, if the Equity Conditions are met, delivery of shares a written notice to which Holder (the holder is then entitled“Company Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Company’s election to convert. On By the same Trading Day on after which the Company has received a the Holder Conversion Notice by 11:59 a.m. Eastern time, or issued the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”)Company Conversion Notice, the Company shall must transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice and shall either (a) only if or issuance of the Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery Conversion Notice to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by and the Company’s transfer agent of (the “Transfer Agent”) and must direct the Transfer Agent to credit such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer The Depository Trust Corporation (FASTDTC) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares ADRs are to be issued upon conversion of Series A-1 Preference Sharesthe Note, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round issue to Holder scrip in registered form (certificated or uncertificated) which shall entitle Holder to receive a full ADR upon the surrender of such fraction of scrip or warrants aggregating a Common Share up to the nearest whole sharefull ADR. c. The Holder may elect to specify in a Holder Conversion Notice that it is to receive Ordinary Shares upon conversion, in which case the Company will issue Ordinary Shares instead of ADRs in a ratio of 30 Ordinary Shares per ADR that would otherwise have been issued (such ratio subject to appropriate adjustment if the number of Ordinary Shares represented by an ADR changes), and references to “Conversion Shares” are to be read as including such Ordinary Shares where applicable. The Company must register the Holder as the holder of Series A-1 Preference the relevant number of Ordinary Shares in its issuer sponsored sub-register, or (if the Holder provides relevant details) on the CHESS sub-register, and in either case provide a holding statement to the Holder for those Ordinary Shares, within the time periods that would have applied to an issue of Conversion Shares under these terms. Such holding statement shall include the following legend: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY RECEIVING THESE SHARES, AGREES THAT THESE SHARES MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE FOREGOING LEGEND MAY BE REMOVED FROM THESE SHARES AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE SHARES ARE ISSUED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THESE SHARES.” d. The Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares Note in order to effect a partial conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, e. The Company shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% Holder other than the personal income or capital gains taxes of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. (i) Subject to the terms and conditions hereof, one or more shares of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times (i) if after the Issuance Datesix-month anniversary, at the option of the holder of Series A-1 Preference Shares or the CompanyHolder, by delivery of one or more a written notices notice to the Company (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock, or (ii) if after the number three-month anniversary, at the option of shares the Company, delivery of a written notice to which Holder (the holder is then entitled“Company Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Company’s election to convert the Series A Preferred Stock. On the same Trading Day on which the Company has received a the Holder Conversion Notice or issued the Company Conversion Notice (as the case may be) by 11:59 10:30 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Company Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Company (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. (ii) No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the surrender of such fraction of scrip or warrants aggregating a Common Share up to the nearest whole full share. c. (iii) The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, (iv) The Company shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares H Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating H Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series H Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesH Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares H Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more To convert any Conversion Amount into shares of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at Stock on any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices to the Company date (each, a “Holder Conversion Notice”), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. Within two (2) trading days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Makers shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, of receipt of such Conversion Notice to the Holder and the Makers’ transfer agent (the “Transfer Agent”) which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice and in accordance with the terms herein. On or before the second (2nd) trading day following the date on which the Makers have received a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Maker shall either (a1) only if Company provided that the Transfer Agent is not approved through the participating in The Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Conversion Shares shares of Common Stock to which Holder is then entitled, as set forth in the Holder Conversion Notice, shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian system or (DWAC2) systemif the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, time being upon the request of the essence. b. No fractional Holder, issue and deliver (via reputable overnight courier) 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 Shares are Stock to which the Holder shall be issued entitled pursuant to such conversion. 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 Maker shall as soon as practicable and in no event later than two (2) 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 Amount not converted. The Person (as defined below) or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares this Note shall be required to deliver treated for all purposes as the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the record holder of Series A-1 Preference Shares agrees, with respect to any sales or holders of such shares of Common Shares, to limit its aggregate trading Stock on any single Trading Day to 20% of the daily trading volume for that dayConversion Date.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares C Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more written notices to the Company Corporation (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares C Preferred Stock, or of additional shares of Common Stock then due with regard to a prior conversion, and stating the number of shares to which the holder Holder is then entitled, or (ii) if at the option of the Corporation, if the Equity Conditions are met, delivery of written notice to Holder (each, a “Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series C Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”),, the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company Corporation is not approved through the The Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, Notice a certificate bearing no restrictive legend, registered in the name of the Holder or its designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if provided the Company Corporation is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. If the Corporation shall fail, for any reason, to issue or cause to be issued to the Holder within 3 Trading Days after receipt of the applicable Conversion Notice, the number of Conversion Shares to which the Holder is entitled as stated in the Conversion Notice, then, in addition to all other remedies available to the Holder, the Corporation shall pay in cash to the Holder on each day after such 3rd Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Stock between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt by Holder. c. The requirements of this Section I.G are an independent covenant, and any breach or alleged breach of any provision of any agreement by any party shall not excuse fully and timely performance of Company’s obligations under this section. d. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesC Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. e. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares C Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, f. The Corporation shall pay any and all taxes which may be payable with respect to the issuance and delivery of any sales of such Common Conversion Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 A Preference Shares may be converted, in part or in whole, into f Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more written notices to the Company Corporation (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 A Preference Shares or of additional Common Shares then due with regard to a prior conversion, and stating the number of shares to which the holder Holder is then entitled, or (ii) if at the option of the Corporation, if the Equity Conditions are met, delivery of written notice to Holder (each, a “Corporation Conversion Notice” and, with the Holder Conversion Notices, each a “Conversion Notice”), of the Corporation’s election to convert the Series A Preference Shares. On the same Trading Day on which the Company Corporation has received or issued a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company Corporation is not approved through the The Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, Notice a certificate bearing no restrictive legend, registered in the name of the Holder or its designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company Corporation is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. If the Corporation shall fail, for any reason, to issue or cause to be issued to the Holder, within 3 Trading Days after receipt of the applicable Conversion Notice, the number of Conversion Shares to which the Holder is entitled as stated in the Conversion Notice, then, in addition to all other remedies available to the Holder, the Corporation shall pay in cash to the Holder on each day after such 3rd Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Shares between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt by Holder. c. No fractional Common Shares are to be issued upon conversion of Series A-1 A Preference Shares, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. d. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 A Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, e. The Corporation shall pay any and all taxes which may be payable with respect to the issuance and delivery of any sales of such Common Conversion Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. (i) Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times on or after (but not before) the Issuance Datesix-month anniversary of the issuance date of such Series A Preferred Stock, at the option of the holder of Series A-1 Preference Shares Holder or the Company, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Company, in the form attached hereto as Exhibit A-1 (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock, or (ii) if at the number option of shares the Company, delivery of a written notice to which Holder, in the holder is then entitledform attached hereto as Exhibit A-2 (the “Company Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Company’s election to convert the Series A Preferred Stock. On the same Trading Day on which the Company has received a the Holder Conversion Notice or issued the Company Conversion Notice (as the case may be) by 11:59 10:30 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Company Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Company (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. (ii) No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the surrender of such fraction of scrip or warrants aggregating a Common Share up to the nearest whole full share. c. (iii) The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, (iv) The Company shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares Debentures may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating Debenture, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Debenture. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer The Depository Trust Corporation (FASTDTC) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference Sharesa Debenture, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares Debenture in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject As a condition to affecting the terms conversion set forth in Section 1.1(b) above, the Holder shall properly complete and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices deliver to the Company (eacha Notice of Conversion, a form of which is annexed hereto as Exhibit B (“Holder Conversion Notice” or Notice of Conversion”). The Notice of Conversion shall set forth the Outstanding Balance together with all unpaid interest accrued thereon of this Note to be converted and the date on which such conversion shall be affected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon timely delivery to the Borrower of the holder’s election to convert the Series A-1 Preference Shares and stating the Notice of Conversion, certificates evidencing that number of shares to which of Common Stock for the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt portion of the Holder Conversion Notice and Note converted in accordance herewith shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit be transmitted by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to by crediting the account of the Holder’s or its designee’s balance account broker with the DTC Fast Automated Securities Transfer (FAST) Program, The Depository Trust Company through its Deposit/Deposit / Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather system if the aggregate issuance would result Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of a fraction the Conversion Shares to, or resale of a Common Sharethe Conversion Shares by, the Company shall Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, Rule 144A, Regulation S and otherwise by physical delivery to the address specified by the Holder in the Notice of Conversion by the date that is two Trading Days after the Conversion Date (such third day being the “Share Delivery Date”). The Borrower will not issue fraction shares or scrip representing fractions of shares upon conversion, but the Borrower will round such fraction the number of a Common Share the shares up to the nearest whole share. c. The holder . Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares or shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Series A-1 Preference Shares Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall be required deliver or cause its transfer agent to deliver the original certificates for applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the Series A-1 Preference Shares in order provisions of this Agreement. In conjunction therewith, ▇▇▇▇▇▇▇▇ will also deliver to effect Lender a conversion hereunder. d. Upon receipt written explanation from its counsel or its transfer agent’s counsel opining as to why the issuance of the Common applicable Conversion Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayviolates Rule 144.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series A Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer The Depository Trust Corporation (FASTDTC) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject As a condition to effecting the terms conversion set forth in Section 2.1(b) above, the Holder shall properly complete and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices deliver to the Company (eacha Notice of Conversion, a form of which is annexed hereto as Exhibit B. The Notice of Conversion shall set forth the Principal Amount together with all unpaid interest accrued thereon of this Note to be converted and the date on which such conversion shall be effected (such date, the “Holder Conversion NoticeDate”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon timely delivery to the Borrower of the holder’s election to convert the Series A-1 Preference Shares and stating the Notice of Conversion, certificates evidencing that number of shares to which of Common Stock for the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt portion of the Holder Conversion Notice and Note converted in accordance herewith shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit be transmitted by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to by crediting the account of the Holder’s or its designee’s balance account broker with the DTC Fast Automated Securities Transfer (FAST) Program, The Depository Trust Company through its Deposit/Deposit / Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather system if the aggregate issuance would result Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of a fraction the Conversion Shares to, or resale of a Common Sharethe Conversion Shares by, the Company shall Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Conversion by the date that is three (3) Trading Days after the Conversion Date (such third day being the “Share Delivery Date”). The Borrower will not issue fraction shares or scrip representing fractions of shares upon conversion, but the Borrower will round such fraction the number of a Common Share the she shares up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject Upon closing (the “Closing Date”) of the Preferred Stock Offering, a Public Offering, or a Change of Control the outstanding principal amount and accrued interest of this Note shall be converted automatically without any further action by the Holder and whether or not this Note is surrendered to the terms and conditions hereofCompany; provided, one or more of however, that the Series A1 Preference Company shall not be obligated to issue to the Holder a certificate that evidences the Conversion Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or unless this Note is delivered to the Company, . The Company may exercise the optional conversion rights specified in Section 3(a) as to any part of this Note by delivery of one or more written notices giving Notice to the Holder that the Company is surrendering to the Company this Note, accompanied by written notice stating that the Company elects to convert all or a specified portion of this Note. Conversion of this Note shall be deemed to have been effected (each, a the “Holder Conversion NoticeDate”), ) on: (i) the closing date of the holder’s Preferred Stock Offering; (ii) the date when delivery of notice of an election to convert pursuant to Section 3(a) is made; or (iii) on the Series A-1 Preference closing of a Public Offering (in which event conversion of the Conversion Shares into shares of the Company’s Common Stock in accordance with the terms of the Preferred Shares shall take place immediately after conversion of the Notes). As promptly as practicable thereafter (and stating after surrender of this Note to the number of shares to which the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”Company), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of issue and deliver to the Holder Conversion Notice and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of full Conversion Shares to which the Holder is then entitled and a check or cash with respect to any fractional interest in a Conversion Share as set forth provided in Section 3(e). The person in whose name the Holder certificate for Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon shall be deemed to have become a holder of record of such shares on the Conversion Date. Upon conversion of Series A-1 Preference Shares, but rather if only a portion of the aggregate issuance would result principal amount of this Note (in the issuance case of a fraction of a Common Shareoptional conversion pursuant to Section 3(a)), the Company shall round such fraction of a Common Share up issue and deliver to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver Holder, at the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt expense of the Common Shares upon conversionCompany, a new Note covering the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% principal amount of the daily trading volume for that dayunconverted portion of this Note.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, (i) Conversion at the option of the holder Holder. To convert any Conversion Amount into Ordinary Shares on any date (a "Conversion Date") pursuant to Section (3)(a)(i), the Holder shall (A) transmit by facsimile or email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of Series A-1 Preference Shares or an executed notice of conversion in the Companyform attached hereto as Exhibit I (the "Conversion Notice") to the Company and (B) if required by Section (3)(b)(iii), by surrender this Debenture to a nationally recognized overnight delivery of one or more written notices service for delivery to the Company (eachor an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, a “Holder Conversion Notice”theft or destruction), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled. On or before the same Trading third Business Day on which following the Company has received date of receipt of a Conversion Notice by 11:59 a.m. Eastern time, or (the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice "Share Delivery Date”"), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of shall, (X) provided that the Holder Conversion Notice and shall either (a) only if Company Transfer Agent is not approved through participating in the Depository Trust Corporation Company's ("DTC)") Fast Automated Securities Transfer Program, credit such aggregate number of Ordinary Shares 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 (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and surrender to a common carrier for overnight delivery deliver to the address as specified in the Holder Conversion Notice, a certificate bearing certificate, registered in the name of the Holder or its designee, for the number of Conversion Ordinary Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being rules and regulations of the essence. b. No fractional Common Shares are to be issued upon Commission. If this Debenture is physically surrendered for conversion and the outstanding Principal of Series A-1 Preference Sharesthis Debenture is greater than the Principal portion of the Conversion Amount being converted, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, then the Company shall round as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the Holder a new Debenture representing the outstanding principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders of such fraction Ordinary Shares upon the transmission of a Common Share up to the nearest whole shareConversion Notice. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that day.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares B Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating B Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series B Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, notice of exercise a certificate bearing no restrictive legend, registered in the name of the Holder Purchaser or its designee, for the number of Conversion Shares to which Holder the Purchaser is then entitled upon conversion of as set forth in the Holder Conversion Noticenotice, or (b) if provided the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesB Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares B Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject As a condition to affecting the terms conversion set forth in Section 1.1(b) above, the Holder shall properly complete and conditions hereof, one or more of the Series A1 Preference Shares may be converted, in part or in whole, into Common Shares, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares or the Company, by delivery of one or more written notices deliver to the Company (eacha Notice of Conversion, a form of which is annexed hereto as Exhibit B (“Holder Conversion Notice” or Notice of Conversion”). The Notice of Conversion shall set forth the Outstanding Balance together with all unpaid interest accrued thereon of this Note to be converted and the date on which such conversion shall be affected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon timely delivery to the Borrower of the holder’s election to convert the Series A-1 Preference Shares and stating the Notice of Conversion, certificates evidencing that number of shares to which of Common Stock for the holder is then entitled. On the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt portion of the Holder Conversion Notice and Note converted in accordance herewith shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit be transmitted by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to by crediting the account of the Holder’s or its designee’s balance account broker with the DTC Fast Automated Securities Transfer (FAST) Program, The Depository Trust Company through its Deposit/Deposit / Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather system if the aggregate issuance would result Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of a fraction the Conversion Shares to, or resale of a Common Sharethe Conversion Shares by, the Company shall Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, Rule 144A, Regulation S and otherwise by physical delivery to the address specified by the Holder in the Notice of Conversion by the date that is two Trading Days after the Conversion Date (such third day being the “Share Delivery Date”). The Borrower will not issue fraction shares or scrip representing fractions of shares upon conversion, but the Borrower will round such fraction the number of a Common Share the shares up to the nearest whole share. c. The holder . Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares or shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Series A-1 Preference Shares Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall be required deliver or cause its transfer agent to deliver the original certificates for applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the Series A-1 Preference Shares in order provisions of this Agreement. In conjunction therewith, B▇▇▇▇▇▇▇ will also deliver to effect Lender a conversion hereunder. d. Upon receipt written explanation from its counsel or its transfer agent’s counsel opining as to why the issuance of the Common applicable Conversion Shares upon conversion, the holder of Series A-1 Preference Shares agrees, with respect to any sales of such Common Shares, to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayviolates Rule 144.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one One or more shares of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, in the sole and absolute discretion of Holder or, subject to the terms and conditions hereof, the Corporation; (i) if at the option of the holder of Series A-1 Preference Shares or the CompanyHolder, by delivery of one or more written notices to the Company Corporation or its transfer agent (each, a “Holder Conversion Notice”), of the holderHolder’s election to convert any or all of its Series A Preferred Stock; or (ii) if at the option of the Corporation, if the Equity Conditions are met, delivery of written notice to Holder (each, a “Corporation Conversion Notice,” with the Holder Conversion Notice, each a “Conversion Notice,” and with the Redemption Notice, each a “Notice”), of the Corporation’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock. Each Notice will set forth the number of shares to which of Series A Preferred Stock being converted, the holder minimum number of Conversion Shares and the amount of Dividends and any applicable Conversion Premium due as of the time the Notice is then entitled. On given (the same Trading Day on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), and the Company shall calculation thereof. b. If the Corporation notifies Holder by 10:00 a.m. Eastern time on the Trading Day after the Notice Date that it is paying all or any portion of Dividends or Conversion Premium for the shares in the Conversion Notice in cash, and actually pays in cash no later than close of the 3rd Trading Day after the Notice Date, time being of the essence, the amount of Dividends and Conversion Premium due as of the Notice Date, no further amount will be due with respect to any such Dividends and Conversion Premium. c. As soon as practicable, and in any event within 1 Trading Day of the Notice Date, time being of the essence, the Corporation will do all of the following: (i) transmit the Delivery Notice by facsimile or electronic mail an acknowledgment of confirmation of receipt of to the Holder Conversion Notice Holder, and shall to the Corporation’s transfer agent (the “Transfer Agent”) with instructions to comply with the Delivery Notice; (ii) either (aA) only if Company the Corporation is not approved through the The Depository Trust Corporation (“DTC”), issue authorize and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize instruct the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Delivery Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being or (B) only if the Corporation is not approved through DTC, issue and surrender to a common carrier for overnight delivery to the address as specified in the Delivery Notice a certificate bearing no restrictive legend, registered in the name of Holder or its designee, for the number of Conversion Shares to which Holder is then entitled, as set forth in the Delivery Notice; and (iii) at all times thereafter diligently take or cause to be taken all actions reasonably necessary to cause the Conversion Shares to be issued as soon as practicable. d. If during the Measurement Period the Holder is entitled to receive additional Conversion Shares with regard to a Conversion Notice as a result of the essencerecalculation of the number of Conversion Shares due to a decrease in the value of the Common Stock following the initial Notice Date, Holder may at any time deliver one or more additional written notice to the Corporation or its transfer agent (each, an “Additional Notice” and with the Conversion Notice, each a “Delivery Notice”) setting forth the additional number of Conversion Shares to be delivered, and the calculation thereof. b. e. If the Corporation for any reason does not issue or cause to be issued to the Holder within 3 Trading Days after the date of a Delivery Notice, the number of Conversion Shares to which the Holder is entitled as stated in the Delivery Notice, then, in addition to all other remedies available to the Holder, as liquidated damages and not as a penalty, the Corporation will pay in cash to the Holder on each day after such 3rd Trading Day that the issuance of such Conversion Shares is not timely effected an amount equal to 2% of the product of (i) the aggregate number of Conversion Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (ii) the highest Closing Price of the Common Stock between the date on which the Corporation should have issued such shares to the Holder and the actual date of receipt of Conversion Shares by Holder. It is intended that the foregoing will serve to reasonably compensate Holder for any delay in delivery of Conversion Shares, and not as punishment for any breach by the Corporation. The Corporation acknowledges that the actual damages likely to result from delay in delivery are difficult to estimate and would be difficult for Holder to prove. f. Notwithstanding any other provision: all of the requirements of Section I.F and this Section I.G are each independent covenants; the Corporation’s obligations to issue and deliver Conversion Shares upon any Conversion Notice are absolute, unconditional and irrevocable; any breach or alleged breach of any representation or agreement, or any violation or alleged violation of any law or regulation, by any party or any other person will not excuse full and timely performance of any of the Corporation’s obligations under these sections; and under no circumstances may the Corporation seek or obtain any temporary, interim or preliminary injunctive or equitable relief to prevent or interfere with any issuance of Conversion Shares to Holder. g. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result in Corporation will issue to Holder scrip or warrants registered on the issuance books of the Corporation (certificated or uncertificated) which will entitle Holder to receive a fraction full share upon the surrender of such scrip or warrants aggregating a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. . The holder of Series A-1 Preference Shares shall Holder will not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, . The Corporation will pay any and all taxes which may be payable with respect to the issuance and delivery of any sales Conversion Shares. h. If for any reason whatsoever Holder does not timely receive the number of such Common SharesConversion Shares stated in any Notice, Holder will be entitled to limit a compulsory remedy from the Court of Chancery of immediate specific performance, temporary, interim and, preliminary and final injunctive relief requiring Corporation and its aggregate trading on transfer agent, attorneys, officers and directors to immediately issue and deliver the number of Conversion Shares stated by Holder, which requirement will not be stayed for any single Trading Day reason, without the necessity of posting any bond, and which Corporation may not seek to 20% of the daily trading volume for that daystay or appeal.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares A Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating A Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series A Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesA Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares A Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares B Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by [i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a “the "Holder Conversion Notice”"), of the holder’s Holder's election to convert the Series A-1 Preference Shares and stating 8 Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled"Corporation Conversion Notice" and, with the Holder Conversion Notice, each a "Conversion Notice"), of the Corporation's election to convert the Series B Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation's transfer agent (the "Transfer Agent'') and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s 's or its designee’s 's balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesB Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to Holder scrip or warrants in registered form (certificated or uncertificated) which -shall entitle Holder to receive a full share upon the issuance surrender of such scrip or warrants aggregating a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole full share. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares B Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to the terms and conditions hereof, one or more shares of the Series A1 Preference Shares E Preferred Stock may be converted, in part or in whole, into shares of Common SharesStock, at any time or times after the Issuance Date, at the option of the holder of Series A-1 Preference Shares Holder or the CompanyCorporation, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Corporation (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating E Preferred Stock, or (ii) if at the number option of shares the Corporation, if the Equity Conditions are met, delivery of a written notice to which Holder (the holder is then entitled“Corporation Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Corporation’s election to convert the Series E Preferred Stock. On the same Trading Day on which the Company Corporation has received a the Holder Conversion Notice or issued the Corporation Conversion Notice (as the case may be) by 11:59 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company Corporation shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Corporation Conversion Notice to the Holder and the Corporation’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Corporation (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesE Preferred Stock, but rather if the aggregate issuance would result Corporation shall issue to the Holder cash in the issuance lieu of such fractional share based upon a value determined in good faith by holders of a fraction majority of a Common Sharethe outstanding shares of Series E Preferred Stock and the Corporation’s board of directors, or at the Company Corporation’s election, such fractional share shall round such fraction of a Common Share be rounded up to the nearest whole shareshare of Common Stock. c. The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares E Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, The Corporation shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.

Mechanics of Conversion. a. Subject to The conversion of each Preferred Share shall be conducted in the terms and conditions hereof, following manner: Optional Conversion. To convert one or more Preferred Shares into Conversion Shares on any date (a “Conversion Date”), a Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the Series A1 Preference Shares may be converted, Preferred Share(s) subject to such conversion in part or in whole, into Common Shares, at any time or times after the Issuance Date, at form attached hereto as Exhibit I (the option of the holder of Series A-1 Preference Shares or “Conversion Notice”) to the Company. If required by Section 4(c)(ii), by within two (2) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery of one or more written notices service for delivery to the Company the original certificates, if any, representing the Preferred Shares (eachthe “Preferred Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, a “Holder Conversion Notice”theft or destruction as contemplated by Section 18(b), of the holder’s election to convert the Series A-1 Preference Shares and stating the number of shares to which the holder is then entitled). On the same date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or Section 4(a)(1) of the 1933 Act or an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms set forth herein. On or before the First (1st) Trading Day following each date on which the Company has received a Conversion Notice by 11:59 a.m. Eastern time(or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the following Trading Day if received after settlement of a trade initiated on the applicable Conversion Date of such time or on a non-Trading Day, Conversion Shares issuable pursuant to such Conversion Notice) (each, a the “Notice DateShare Delivery Deadline”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of (1) provided that the Holder Conversion Notice and shall either (a) only if Company Transfer Agent is not approved through participating in the Depository Trust Corporation Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”) and such shares of Common Stock (i) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such Holder provides such documentation or other information evidencing the sale of the shares of Common Stock as the Company, the Transfer Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirement of a medallion guarantee or a legal opinion) or (ii) may be sold by such Holder pursuant to Rule 144 of the 1933 Act, as applicable, including the requirements under Rule 144(i) or Section 4(a)(1) of the 1933 Act (the “Resale Eligibility Conditions”), credit such aggregate number of Conversion Shares to which such Holder shall be entitled pursuant to such conversion to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, upon the request of such Holder, issue and surrender to a common carrier for deliver (via reputable overnight delivery courier) to the address as specified in the Holder such Conversion Notice, a certificate bearing certificate, registered in the name of the such Holder or its designee, for the number of Conversion Shares to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(ii) is greater than the number of Preferred Shares being converted, then the Company shall, as soon as practicable and in no event later than two (2) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and mail to such Holder (or its designee) by overnight courier service a new Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing the number of Preferred Shares not converted. The Person or Persons entitled to receive the Conversion Shares issuable upon a conversion of Preferred Shares shall be treated for all purposes as set forth in the record holder or holders of such Conversion Shares on the Conversion Date; provided, that such Person shall be deemed to have waived any voting rights of any such Conversion Shares that may arise during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline, as necessary, such that the aggregate voting rights of any Common Stock (including such Conversion Shares) beneficially owned by such Person and/or any of its Attribution Parties, collectively, on any such date of determination shall not exceed the Maximum Percentage (as defined below) as a result of any such conversion of such applicable Preferred Shares with respect thereto. Notwithstanding the foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of issuance of Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant to such Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent of such aggregate number of Conversion Shares to which Holder is then entitled, as set forth in the Holder Conversion Notice, to Holder’s or its designee’s balance account with the DTC Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. No fractional Common Shares are to be issued upon conversion of Series A-1 Preference Shares, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. c. The holder of Series A-1 Preference Shares shall be required to deliver the original certificates for the Series A-1 Preference Shares in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, Delivery Deadline with respect to any sales such Conversion Notice shall be the later of (x) the date of issuance of such Common Shares, to limit its aggregate trading on any single Preferred Shares and (y) the first (1st) Trading Day to 20% after the date of the daily trading volume for that daysuch Conversion Notice.

Mechanics of Conversion. a. (i) Subject to the terms and conditions hereof, one or more of the Series A1 Preference Shares C Preferred Stock may be converted, in part or in whole, converted into shares of Common SharesStock, at any time or times on or after (but not before) the Issuance Datesix-month anniversary of the issuance date of such Series C Preferred Stock, at the option of the holder of Series A-1 Preference Shares Holder or the Company, by (i) if at the option of Holder, delivery of one or more a written notices notice to the Company Company, in the form attached hereto as Exhibit A-1 (each, a the “Holder Conversion Notice”), of the holderHolder’s election to convert the Series A-1 Preference Shares and stating C Preferred Stock, or (ii) if at the number option of shares the Company, delivery of a written notice to which Holder, in the holder is then entitledform attached hereto as Exhibit A-2 (the “Company Conversion Notice” and, with the Holder Conversion Notice, each a “Conversion Notice”), of the Company’s election to convert the Series C Preferred Stock. On the same Trading Day on which the Company has received a the Holder Conversion Notice or issued the Company Conversion Notice (as the case may be) by 11:59 10:30 a.m. Eastern time, or the following Trading Day if received after such time or on a non-Trading Day, (each, a “Notice Date”), the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Holder Conversion Notice or issuance of the Company Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”) and shall either (a) only if Company is not approved through the Depository Trust Corporation (DTC), issue and surrender to a common carrier for overnight delivery to the address as specified in the Holder Conversion Notice, a certificate bearing registered in the name of the Holder or designee, for the number of Conversion Shares to which Holder is then entitled as set forth in the Holder Conversion Notice, or (b) if the Company is approved through DTC, authorize the credit by the Company’s transfer agent Transfer Agent of such aggregate number of Conversion Shares to which the Holder is then entitled, as set forth in the Holder entitled pursuant to such Conversion Notice, Notice to Holder’s or its designee’s balance account with the DTC The Depository Trust Company (DTC) Fast Automated Securities Transfer (FAST) Program, through its Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence. b. (ii) No fractional shares of Common Shares Stock are to be issued upon conversion of Series A-1 Preference SharesC Preferred Stock, but rather if the aggregate issuance would result in the issuance of a fraction of a Common Share, the Company shall round issue to Holder scrip or warrants in registered form (certificated or uncertificated) which shall entitle Holder to receive a full share upon the surrender of such fraction of scrip or warrants aggregating a Common Share up to the nearest whole full share. c. (iii) The holder of Series A-1 Preference Shares Holder shall not be required to deliver the original certificates for the Series A-1 Preference Shares C Preferred Stock in order to effect a conversion hereunder. d. Upon receipt of the Common Shares upon conversion, the holder of Series A-1 Preference Shares agrees, (iv) The Company shall pay any and all taxes which may be payable with respect to any sales the issuance and delivery of such Common Shares, Conversion Shares to limit its aggregate trading on any single Trading Day to 20% of the daily trading volume for that dayHolder.