If at any time after [INSERT IN INITIAL NOTE: the Issuance Date][INSERT IN ADDITIONAL NOTE: the later of (x) the Issuance Date and (y) the date no December Note or Initial Note (as defined in the Securities Purchase Agreement) remains outstanding], no Equity Conditions Failure then exists (unless waived, in whole or in part, in writing by the Holder (but only with respect to such specified Equity Conditions waived and, if applicable, portion of the Mandatory Conversion Amount (as defined below) in which such waiver is applicable), the Company shall have the right to require the Holder to convert all, or any part, of the Conversion Amount of this Note, not in excess of the Maximum Mandatory Share Amount or the Maximum Mandatory Conversion Amount, as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 3(c) hereof (with “Mandatory Conversion Price” replacing “Conversion Price” for all purposes hereunder with respect to such Mandatory Conversion) as of the Mandatory Conversion Date (as defined below) (each, a “ Mandatory Conversion ”). The Company may exercise its right to require conversion under this Section 3(f) by delivering a written notice thereof by facsimile or electronic mail to all, but not less than all, of the holders of Notes and the Transfer Agent (each, a “Mandatory Conversion Notice” and each date all of the holders received a notice is referred to as a “ Mandatory Conversion Notice Date ”) at a conversion price equal to the Mandatory Conversion Price. The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected for the Mandatory Conversion in accordance with this Section 3(f), which Trading Day shall be the third (3rd) Trading Day following the Mandatory Conversion Notice Date (each, a “ Mandatory Conversion Date ”), (ii) the aggregate Conversion Amount (not in excess of the Maximum Mandatory Conversion Amount or resulting in the issuance of such aggregate number of shares of Common Stock in excess of the Maximum Mandatory Share Amount), of the Notes subject to mandatory conversion from the Holder and all of the holders of the Notes pursuant to this Section 3(f) (and analogous provisions under the Other Notes) (each, a “ Mandatory Conversion Amount ”), and (iii) that there has been no Equity Conditions Failure (or specifying any such Equity Conditions Failure that then exists and has not been waived (or, if appcliable, with respect to such portion of the Mandatory Convesion Amount in which such waiver is not applicable), with an acknowledgement that unless such Equity Conditions are waived, in whole or in part, such Mandatory Conversion Notice will be invalid (or, if applicable, such portion of the Mandatory Conversion Notice will be invalid with respect to such portion of the Mandatory Conversion Amount in which such waiver is not applicable). Notwithstanding the foregoing, (x) the Company may affect only one (1) Mandatory Conversion during any three (3) Trading Day period and (y) the Holder may, at its option, by written notice to the Company at any time on or prior to the applicable Mandatory Conversion Date, increase the Mandatory Conversion Amount to any amount up to, and including, all of the Conversion Amount then outstanding hereunder, whether or not in excess of the Maximum Mandatory Conversion Amount. Notwithstanding anything herein to the contrary, (i) if an Equity Conditions Failure occurs at any time prior to the Mandatory Conversion Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the applicable Equity Conditions Failure, the Mandatory Conversion shall be cancelled and the applicable Mandatory Conversion Notice shall be null and void and (ii) at any time prior to the date all of the shares of Common Stock to be delivered to the Holder (or its designee) in such Mandatory Conversion have been delivered in full in compliance with Section 3(c) above, the Mandatory Conversion Amount may be converted, in whole or in part, by the Holders into shares of Common Stock pursuant to Section 3. Notwithstanding the foregoing, any Conversion Amount subject to a Mandatory Conversion may be converted by the Holder hereunder prior to the applicable Mandatory Conversion Date and such aggregate Conversion Amount converted hereunder on or after the Mandatory Conversion Notice Date and prior to such Mandatory Conversion Date shall reduce the Mandatory Conversion Amount to be converted on such Mandatory Conversion Date. For the avoidance of doubt, if any Event of Default has occurred and continuing, unless such Event of Default has been waived, in whole or in part, in writing by the Holder, Company shall have no right to effect a Mandatory Conversion; provided, that such Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.